/raid1/www/Hosts/bankrupt/TCR_Public/250423.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 23, 2025, Vol. 29, No. 112
Headlines
1416 EASTERN AVE: Trustee Proposes Liquidating Plan
216 HOLBROOK: U.S. Trustee Unable to Appoint Committee
22ND CENTURY: Gregory Castaldo Holds 9.4% Equity Stake
3005 WILJAN COURT: Seeks Chapter 11 Bankruptcy in California
301 W NORTH: Seeks to Hire Much Shelist as Legal Counsel
7429 WOODROW: U.S. Trustee Unable to Appoint Committee
ADT SECURITY: Egan-Jones Hikes Senior Unsecured Ratings to B
AGEAGLE AERIAL: Amends Series B Warrants With Alpha Capital
ALAMO BEER: Gets Approval to Hire JJ Real as Real Estate Broker
ALEXA HOLDINGS: Hires Bradford Law Offices as Bankruptcy Counsel
ALLEN PAVING: Seeks Subchapter V Bankruptcy in Florida
ALTISOURCE PORTFOLIO: Proceeds With Warrant Distribution
ANNALY CAPITAL: Egan-Jones Retains BB+ Senior Unsecured Ratings
ARCADIA BIOSCIENCES: Transfers Gluten, Oxidative Stability Patents
ARTIFICIAL INTELLIGENCE: FY 2025 Revenue Hits $6.1M
ASCEND PERFORMANCE: Case Summary & 30 Largest Unsecured Creditors
ASCEND PERFORMANCE: Seeks Chapter 11 to Restructure Business
ATARA BIOTHERAPEUTICS: Amends Pierre Fabre Deal
BANDGRIP INC: Case Summary & 20 Largest Unsecured Creditors
BELLEVUE HOSPITAL: Gets Court OK for Chapter 11 Plan
BIOXCEL THERAPEUTICS: Enters $8.1-Mil. ATM Offering With Canaccord
BIOXCEL THERAPEUTICS: Registers 155,120 Shares for Employee Plans
BLABLMBTQ LLC: Seeks Subchapter V Bankruptcy in Texas
BLACKBERRY LIMITED: Net Loss Narrows to $79 Million for FY 2025
BRIGHT MOUNTAIN: Extends Credit Maturity to December 2026
BRIGHTMARK PLASTICS: Collateral Agent Moves to Dismiss Bankruptcy
BRPS TITLE: Continued Operations to Fund Plan Payments
CASA GARCIA'S: Unsecureds Will Get 40% of Claims over 60 Months
CHASEN CONSTRUCTION: Trustee Hires Shapiro Sher as Special Counsel
CIMG INC: Converts $10M Notes From Investors Into 19.5M Shares
CIMG INC: Ling Choi Holds 26.4% Equity Stake via DYT INFO
CIMG INC: Wenwen Yu Holds 24.9% Stake via Metaverse Intelligence
CIMG INC: Xiaodong Liu Holds 21.7% Stake via Vmade Co.
CIMG INC: Yubo Yang Holds 20.1% Equity Stake via Dada Business
CIMG INC: Yujie Liu Holds 23.9% Equity Stake via YY Tech
CIMG INC: Yumei Liu Holds 20.8% Stake via Joyer Investment
CITIUS PHARMACEUTICALS: Amends License Agreement With Eisai
CLAROS MORTGAGE: Inks $214.4M Repurchase Deal With JPMorgan
CLEM INVESTMENTS: Unsecureds to Split $76K via Quarterly Payments
CLR ADMIN: Seeks to Tap Berkeley Law Arbitration Litigation Counsel
COGENT BAY: Seeks Approval to Hire 3N Realty Advisors as Broker
COLUMBUS MCKINNON: Egan-Jones Retains BB- Sr. Unsec. Ratings
COMMSCOPE HOLDING: Carlyle Entities Hold 17.3% Equity Stake
CONTROLADORA DOLPHIN: Seeks Chapter 11 Bankruptcy in Delaware
COSMOS GROUP: Tan Tee Soo Resigns as Director
COSMOS HEALTH: Director Demetrios Demetriades Holds 20K shares
COST LESS: Unsecured Creditors to Split $192K over 5 Years
CREATIVEMASS HOLDINGS: Hires Stretto as Claims and Noticing Agent
CYTOSORBENTS CORP: Extends Series B Warrant Expiration to June 10
DANPOWER64 LLC: Case Summary & Three Unsecured Creditors
DATAVAULT AI: Expects 2026 Full Year Revenue Up to $50 Million
DAYTON DEVELOPMENT: Seeks Chapter 11 Bankruptcy in Ohio
DEIJH INC: Seeks to Hire Raymond W. Verdi Jr. as Legal Counsel
DEL MONTE: S&P Rates Incremental First-Out Term Loan 'CCC+'
DIOCESE OF NEW ORLEANS: Gainsburgh Represents Unsecured Creditors
DOS POTRILLOS: Seeks Chapter 11 Bankruptcy in California
ECS BRANDS: Taps Kutner Brinen Dickey Riley as Bankruptcy Counsel
ELO TOUCH: S&P Withdraws 'B' Issuer Credit Rating
EMS WAREHOUSING: Unsecureds Will Get 7% of Claims over 3 Years
ENDRA LIFE: Registers 178,033 Shares Under 2016 Incentive Plan
ENGLOBAL CORP: Darren Spriggs Resigns From Key Roles
ENVERIC BIOSCIENCES: AdvisorShares Trust Holds 3.65% Stake
ES PARTNERS: Seeks Chapter 11 Bankruptcy in Florida
ESCALON MEDICAL: Hires CBIZ CPAs P.C. After Marcum Resignation
EVCON RENTALS: Seeks Subchapter V Bankruptcy in Arkansas
EXCELERATE ENERGY: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
EXCELERATE ENERGY: S&P Assigns 'BB+' ICR, Outlook Stable
FIREFLY NEUROSCIENCE: Net Loss Widens to $10.5 Million in 2024
FLUENT INC: Phillip Frost, M.D. Holds 23.7% Equity Stake
FORTUNA AUCTION: Hires Klestadt Winters Jureller as Legal Counsel
GAMESTOP CORP: Ali Ehad Turker Holds 0.0288% Class A Shares
GAMESTOP CORP: Ryan Cohen Holds 8.4% Equity Stake
GENAPSYS INC: Fights Paul Hastings' Bid to Dismiss Malpractice Suit
HALL OF FAME: Extends Debt With CH Capital Lending, 2 Others
HAPI METAVERSE: Net Loss Narrows to $4.47 Million in 2024
HASTY GROUP: Claims to be Paid From Continued Operations
HELIUS MEDICAL: Nasdaq Grants Compliance Extension Until June 30
HOUSE SPIRITS: Seeks to Hire Epiq as Administrative Advisor
HOUSE SPIRITS: Taps Pashman Stein Walder Hayden as Legal Counsel
HUNTSMAN CORP: S&P Downgrades ICR to 'BB+', Outlook Stable
INDEPENDENT PHYSICIAN: Unsecureds to Split $40K over 5 Years
INNOVATION STUDIO: Seeks Chapter 7 Bankruptcy in Massachusetts
J.D. SAC CONSULTING: Seeks Subchapter V Bankruptcy in Georgia
JAZN PROPERTIES: Claims to be Paid From Rental Income
JEFDAN PROPERTIES: Taps Grossbart Portney and Rosenberg as Counsel
KANSAI INC: Amends Huntington National Claims Pay Details
LEISURE INVESTMENTS: Hires Verita Global as Administrative Advisor
LEISURE INVESTMENTS: Seeks to Hire Riveron as Restructuring Advisor
LEISURE INVESTMENTS: Taps Young Conaway Stargatt as Legal Counsel
LITTLE MINT: Poyner Spruill Represents Riach Parties & Greene
LIVEONE INC: Fails to Meet Nasdaq Bid Price Rule
MAJESTIC OAK: Claims to be Paid From Available Cash 7 Sale Proceeds
MANA GROUP: Seeks to Tap Mullin Hoard & Brown as Legal Counsel
MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 22.7% Equity Stake
MODIVCARE INC: Pays $15M in PIK Interest on Second Lien Notes
MP MIDCO: S&P Assigns 'B-' ICR on Emergence from Bankruptcy
MP OCTOPUS: Court OKs MP Big Ben Pizza Biz to Sam Storter
NANOVIBRONIX INC: Aurora Cassirer Resigns as Director
NB 700 LOGAN: Case Summary & 20 Largest Unsecured Creditors
NEWKIRK NOSTRAND: Seeks to Hire Robert M. Marx as Legal Counsel
NORDICUS PARTNERS: Reports $1.5M Loss on $2.5M Revenue for Q3 2024
NORTH AMERICAN SEALING: Seeks Chapter 11 Bankruptcy in Texas
NOVABAY PHARMACEUTICALS: Reports $7.2 Million Net Loss in 2024
NP HAMPTON: Case Summary & 11 Unsecured Creditors
OYA RENEWABLES: Court OKs Chap. 11 Liquidation After Asset Sales
P3 HEALTH: Stockholders OK Reverse Stock Split
PARAMOUNT INTERMODAL: Seeks to Hire Levene Neale as Legal Counsel
PROJECT PIZZA: Taps Binder Malter Harris & Rome-Banks as Counsel
PROSPECT MEDICAL: Seeks to Sell Pennsylvania Hospitals
PUERTO RICO: Dechert LLP Updates List of PREPA Bondholders
QUINCY HEALTH: S&P Upgrades ICR to 'CCC', Outlook Negative
QUINCY HEALTH: S&P Upgrades ICR to 'CCC', Outlook Negative
REBELLION POINT: Hires Stevens Martin Vaughn & Tadych as Counsel
RESHAPE LIFESCIENCES: All Proposals Passed at Special Meeting
RETO ECO-SOLUTIONS: Regains Minimum Bid Price Compliance
REVIVA PHARMACEUTICALS: Adds 4.7M Shares for 2020 Incentive Plan
REVIVA PHARMACEUTICALS: Reports $29.9 Million Net Loss for 2024
RIVERDALE VILLAGE: Fitch Affirms 'B-' IDR, Outlook Stable
SAFE & GREEN: Issues $375.7K Promissory Note to Generating Alpha
SEARS HOLDINGS: S.C. Declines to Hear Mall of America Lease Dispute
SHARING SERVICES: Heng Fai Entities Hold 96% Equity Stake
SHARPLINK GAMING: Exchanges Preferred Shares for Common Stock
SOBR SAFE: Thomas Corley Holds 3% Equity Stake
SOUL WELLNESS: Unsecured Creditors to Split $2K in Plan
SOUTHERN COLONEL: To Sell Hattiesburg Property to Magnolia Estates
SPIRIT AIRLINES: Completes $215M Private Offering
SPLASH BEVERAGE: Appoints New CFO, Director
SPLASH BEVERAGE: Approves 1-for-40 Reverse Stock Split
SPORTMAN'S SUPPLY: Seeks Chapter 11 Bankruptcy in Pennsylvania
STAR WELLINGTON: Unsecureds Will Get 3.2% of Claims over 5 Years
STARR RAIL: Seeks to Hire DeMarco-Mitchell as Bankruptcy Counsel
SUNNOVA ENERGY: Creditor Woes Intensify as Default Deadline Looms
TALPHERA INC: Enters $4.9M Private Placement in Three Tranches
TALPHERA INC: Nantahala Capital Holds 11.7% Equity Stake
TEHUM CARE: Ch. 11 Plan Proposes Alternative Approach to Mass Torts
TGI FRIDAY'S: Taps Lain Faulkner & Co. as Liquidating Consultant
TOG HOTELS: Seeks to Hire Cantey Hanger as Bankruptcy Counsel
TRI-BOROUGH HOME: Seeks Chapter 11 Bankruptcy in New York
TRUCK & TRAILER: Seeks Chapter 11 Bankruptcy in Illinois
VENTURE GLOBAL: Fitch Assigns BB Rating on $2.5BB Sr. Secured Notes
VENUS CONCEPT: Exchanges $11M Debt for Series Y Preferred Stock
VENUS CONCEPT: Madryn Holds 20% Equity Stake
VERRICA PHARMACEUTICALS: Appoints Gavin Corcoran to Board
VERRICA PHARMACEUTICALS: Director Gavin Corcoran Holds 20 Shares
WATERBRIDGE NDB: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
WHITTIER SEAFOOD: Affiliate Taps Kidder Mathews as Estate Broker
WORKHORSE GROUP: Regains Nasdaq Compliance With Bid Price Rule
WRENA LLC: Court OKs Rights to Appeal Sale to Eaton Corp.
XTI AEROSPACE: Streeterville Entities No Longer Hold Shares
*********
1416 EASTERN AVE: Trustee Proposes Liquidating Plan
---------------------------------------------------
Marc E. Albert, the Chapter 11 Trustee for 1416 Eastern Ave NE LLC
and its affiliates, submitted a Disclosure Statement describing
Plan of Liquidation dated March 21, 2025.
Each of the Debtors in this jointly administered case are single
asset entities named for residential real property that it owns,
and the business of each Debtor is multi-family rental housing.
The locations of the residential multi-family real property
buildings for the Debtors are as follows: 1416 Eastern Avenue
Northeast, Washington, DC 20019, 945 Longfellow Street Northwest,
Washington, DC 20011, 2501 Naylor Road Southeast, Washington, DC
20020, 4301- 4313 Wheeler Road Southeast, Washington, DC 20032,
4263-67 6th Street Southeast, Washington, DC 20032, 4935 Nannie
Helen Burroughs Avenue Northeast, Washington, DC 20019, 3968 Martin
Luther King Junior Avenue SE, Washington, DC 20032, 4010 9th Street
Southeast, Washington, DC 20032, 2440 S Street Southeast,
Washington, DC 20020; and 4400 Hunt Place Northeast, Washington, DC
20019 (collectively, the "Properties").
Marc E. Albert is presently serving as the duly appointed and
qualified chapter 11 trustee for the Debtors' estates. The Trustee
wishes to sell the Properties through these chapter 11 cases. As
such, the Trustee, with the Court's approval, retained Marcus &
Millichap ("the Realtors"), who engaged in a vigorous marketing
process to find a buyer for the Properties and received several
meaningful offers.
In conjunction with the Realtors, the Trustee narrowed the offers
and then selected a prospective buyer that would close promptly and
be a successful and responsible owner of the Properties. On March 4
to 5, 2025, the Trustee entered into a Purchase Agreement with
Craig London, or as may be assigned by to any single purpose
entity(ies) to be established for owning the Properties
("Purchaser").
As described more fully in the Purchase Agreement, the purchase
price for the Properties is $7,020,00.00. Purchaser has delivered
an earnest money deposit of $1,200,000 as provided for in the
Purchase Agreement (the "Deposit"). The Purchase Price, less the
amount of Deposit, and subject to appropriate adjustments and
prorations as provided for in the Purchase Agreement, shall be paid
at the time of Closing following entry of a Court Order approving
the sale as a component of the Debtors' Confirmed Plan, and serve
along with any available remaining Cash on hand derived from rents
at the Properties as the primary funding source of the Plan.
The Trustee believes that the Plan will allow it to efficiently
liquidate its assets and make prompt distributions to creditors.
The Plan, itself providing for liquidation of the Debtor estates,
will result in Creditors receiving a recovery on equal or more
favorable terms than if the Debtors' assets were liquidated under
Chapter 7 of the Bankruptcy Code and distributed in accordance with
the statutory scheme of priorities contained in the Bankruptcy
Code.
Class A.3 consists of Holders of Unsecured Claims with respect to
1416 Eastern Ave NE LLC and its related Property, including TD Bank
to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class A.2 Claim. Following
payment towards any necessary Unclassified Claims, Class A.1
Claims, Class A.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class A.3 claims. Holders of Class A.3 Claims are impaired.
Class B.3 consists of Holders of Unsecured Claims with respect to
945 Longfellow St NW LLC and its related Property, including TD
Bank to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class B.2 Claim. Following
payment towards any necessary Unclassified Claims, Class B.1
Claims, Class B.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class B.3 claims. Holders of Class B.3 Claims are impaired.
Class C.3 consists of Holders of Unsecured Claims with respect to
1416 Eastern Ave NE LLC and its related Property, including TD Bank
to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class C.2 Claim. Following
payment towards any necessary Unclassified Claims, Class C.1
Claims, Class C.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class C.3 claims. Holders of Class C.3 Claims are impaired.
Class D.3 consists of Holders of Unsecured Claims with respect to
4303-13 Wheeler Rd SE LLC and its related Property, including TD
Bank to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class D.2 Claim. Following
payment towards any necessary Unclassified Claims, Class D.1
Claims, Class D.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class D.3 claims. Holders of Class D.3 Claims are impaired.
Class E.3 consists of Holders of Unsecured Claims with respect to
4263 6th St SE Apartments LLC and its related Property, including
TD Bank to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class E.2 Claim. Following
payment towards any necessary Unclassified Claims, Class E.1
Claims, Class E.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class E.3 claims. Holders of Class E.3 Claims are impaired.
Class F.3 consists of Holders of Unsecured Claims with respect to
4935 NHB Ave NE LLC and its related Property, including TD Bank to
the extent remaining amounts of its Claim are unsecured following
delivery of payment toward the Class F.2 Claim. Following payment
towards any necessary Unclassified Claims, Class F.1 Claims, Class
F.2. Claims, and payments subject to TD Bank's Carve Out, no
remaining funds or other assets of the Debtor are expected to exist
and no payment is expected to be delivered to the Holders of Class
F.3 claims. Holders of Class F.3 Claims are impaired.
Class G.3 consists of Holders of Unsecured Claims with respect to
3968 MLK LLC and its related Property, including TD Bank to the
extent remaining amounts of its Claim are unsecured following
delivery of payment toward the Class G.2 Claim. Following payment
towards any necessary Unclassified Claims, Class G.1 Claims, Class
G.2. Claims, and payments subject to TD Bank's Carve Out, no
remaining funds or other assets of the Debtor are expected to exist
and no payment is expected to be delivered to the Holders of Class
G.3 claims. Holders of Class G.3 Claims are impaired.
Class H.3 consists of Holders of Unsecured Claims with respect to
4010 9th St SE LLC and its related Property, including TD Bank to
the extent remaining amounts of its Claim are unsecured following
delivery of payment toward the Class H.2 Claim. Following payment
towards any necessary Unclassified Claims, Class H.1 Claims, Class
H.2. Claims, and payments subject to TD Bank's Carve Out, no
remaining funds or other assets of the Debtor are expected to exist
and no payment is expected to be delivered to the Holders of Class
H.3 claims. Holders of Class H.3 Claims are impaired.
Class I.3 consists of Holders of Unsecured Claims with respect to
1416 Eastern Ave NE LLC and its related Property, including TD Bank
to the extent remaining amounts of its Claim are unsecured
following delivery of payment toward the Class I.2 Claim. Following
payment towards any necessary Unclassified Claims, Class I.1
Claims, Class I.2. Claims, and payments subject to TD Bank's Carve
Out, no remaining funds or other assets of the Debtor are expected
to exist and no payment is expected to be delivered to the Holders
of Class I.3 claims. Holders of Class I.3 Claims are impaired.
Class J.3 consists of Holders of Unsecured Claims with respect to
4400 Hunt Pl NE LLC and its related Property, including TD Bank to
the extent remaining amounts of its Claim are unsecured following
delivery of payment toward the Class J.2 Claim. Following payment
towards any necessary Unclassified Claims, Class J.1 Claims, Class
J.2. Claims, and payments subject to TD Bank's Carve Out, no
remaining funds or other assets of the Debtor are expected to exist
and no payment is expected to be delivered to the Holders of Class
J.3 claims. Holders of Class J.3 Claims are impaired.
The proceeds of the Sales Proceeds, and any other Cash held by the
Trustee on behalf of the Debtors' estates will fund the
distributions to creditors required under the Plan in accordance
with the priorities set forth in Article IV thereof, with payment
of administrative Expense Claims, including professional Fee Claims
subject to the Carve Out.
A full-text copy of the Disclosure Statement dated March 21, 2025
is available at https://urlcurt.com/u?l=satPsj from
PacerMonitor.com at no charge.
Attorneys for Marc E. Albert, Chapter 11 Trustee:
Marc E. Albert, Esq.
Bradley D. Jones, Esq.
Joshua W. Cox, Esq.
Tracey M. Ohm, Esq.
Ruiqiao Wen, Esq.
Stinson LLP
1775 Pennsylvania Ave., NW Suite 800
Washington, DC 20006
Tel: (202) 785-9100
Fax: (202) 572-9943
Email: marc.albert@stinson.com
brad.jones@stinson.com
joshua.cox@stinson.com
tracey.ohm@stinson.com
ruiqiao.wen@stinson.com
About 1416 Eastern Ave NE
1416 Eastern Ave NE, LLC filed Chapter 11 bankruptcy petition
(Bankr. D.D.C. Case No. 24-00180) on May 29, 2024, with as much as
$1 million in both assets and liabilities. Judge Elizabeth L. Gunn
oversees the case.
The Debtor is represented by Maurice Verstandig, Esq., at The
Belmont Firm.
216 HOLBROOK: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 9 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 216 Holbrook St, MI, LLC.
About 216 Holbrook
216 Holbrook St, MI, LLC filed Chapter 11 petition (Bankr. E.D.
Mich. Case No. 25-42623) on March 17, 2025, listing between
$100,001 and $500,000 in both assets and liabilities.
Judge Thomas J. Tucker oversees the case.
The Debtor is represented by:
Robert McClellan, Esq.
Resurgent Legal Services, PLC
Fisher Building, 3011 W. Grand Blvd., Suite 432
Detroit, MI 48202
Phone: (586) 755-0700
bob@robertjmcclellan.com
22ND CENTURY: Gregory Castaldo Holds 9.4% Equity Stake
------------------------------------------------------
Gregory Castaldo disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of April 4, 2025, he
beneficially owned 268,760 shares of 22nd Century Group, Inc.'s
Common Stock, $0.00001 par value per share, consisting of 202,602
shares with sole voting and dispositive power and 66,158 shares
with shared voting and dispositive power, representing 9.4% of the
2,849,975 shares of Common Stock outstanding as verified with the
Company on April 4, 2025.
Gregory Castaldo may be reached at:
3776 Steven James Drive
Garnet Valley
PA 19060
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
Buffalo, New York-based Freed Maxick P.C. (F/K/A Freed Maxick CPAs,
P.C.), the Company's auditor since 2011, issued a "going concern"
qualification in its report dated Mar. 20, 2025, attached to the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2024 citing that the Company has incurred significant losses and
negative cash flows from operations since inception and expects to
incur additional losses until such time that it can generate
significant revenue and profit in its tobacco business. This raises
substantial doubt about the Company's ability to continue as a
going concern.
As of December 31, 2024, the Company had $21.7 million in total
assets, $17.7 million in total liabilities, and $4 million in total
stockholders' equity.
3005 WILJAN COURT: Seeks Chapter 11 Bankruptcy in California
------------------------------------------------------------
On April 17, 2025, 3005 Wiljan Court LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of California. According to court filing, the
Debtor reports $4,786,670 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About 3005 Wiljan Court LLC
3005 Wiljan Court LLC is a real estate debtor under 11 U.S.C.
Section 101(51B), holding a single asset. The Company owns the
property located at 3005 Wiljan Court, Santa Rosa, California
95407, which is currently valued at $4.88 million.
3005 Wiljan Court LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30299) on April 17,
2025. In its petition, the Debtor reports total assets of
$4,930,774 and total liabilities of $4,786,670.
Honorable Bankruptcy Judge Hannah L. Blumenstiel handles the
case.
The Debtor is represented by Brent D. Meyer, Esq. at MEYER LAW
GROUP, LLP.
301 W NORTH: Seeks to Hire Much Shelist as Legal Counsel
--------------------------------------------------------
301 W North Avenue, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Much Shelist
PC as legal counsel.
The firm will render these services:
(a) provide legal advice with respect to the Debtor's powers
and duties;
(b) provide legal advice with respect to any plan filed in the
case and the approval or disapproval of and confirming or denying
of a plan;
(c) prepare applications to employ attorneys, accountants or
other professional persons, motions for turnover, for the use, sale
or lease of property, to assume or reject executory contracts, and
other necessary actions within this case, plans, notices,
complaints, answers, orders, reports, objections to claims or to
motions filed by participants in the case other than the Debtor,
legal documents and any other necessary documents or pleadings, all
in furtherance of the goal of achieving the reorganization of its
business;
(d) negotiate with creditors and other parties-in-interest,
appear in court to present necessary motions, applications, and
pleadings and otherwise protect the interests of the Debtor;
(e) investigate the basis for possible avoidance actions; and
(f) perform all of the legal services for the Debtor that may
be necessary and proper in these proceedings.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey Schwartz, Principal $755
Robert Glantz, Principal $740
Hajr Jouglaf, Associate $425
Anthony Hernandez, Paralegal $315
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an advance retainer of $50,000 from the Debtor.
Mr. Glantz 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:
Robert W. Glantz, Esq.
Much Shelist, PC
191 N. Wacker Drive, Suite 1800
Chicago, IL 60606
Telephone: (312) 521-2000
Facsimile: (312) 521-3000
Email: rglantz@muchlaw.com
About 301 W North Avenue LLC
301 W North Avenue LLC is a real estate debtor with a single asset,
as outlined in 11 U.S.C. Section 101(51B), and its main property is
situated at 1552 N. North Park Avenue, Chicago, IL 60610.
301 W North Avenue LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-05275) on April 5,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $10 million to $50 million each.
Honorable Bankruptcy Judge Timothy A. Barnes handles the case.
The Debtor is represented by Robert Glantz, Esq., at Much Shelist,
PC.
7429 WOODROW: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 9 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 7429 Woodrow Wilson St, MI, LLC.
About 7429 Woodrow
7429 Woodrow Wilson St, MI, LLC filed Chapter 11 petition (Bankr.
E.D. Mich. Case No. 25-42567) on March 14, 2025, listing between
$500,001 and $1 million in assets and between $100,001 and $500,000
in liabilities.
Judge Thomas J. Tucker oversees the case.
The Debtor is represented by:
Robert McClellan, Esq.
Resurgent Legal Services, PLC
Fisher Building, 3011 W. Grand Blvd., Suite 432
Detroit, MI 48202
Phone: (586) 755-0700
bob@robertjmcclellan.com
ADT SECURITY: Egan-Jones Hikes Senior Unsecured Ratings to B
------------------------------------------------------------
Egan-Jones Ratings Company, on April 7, 2025, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by The ADT Security Corporation to B from B-. EJR also withdrew the
rating on commercial paper issued by the Company.
ADT Inc., formerly The ADT Corporation, is an American company that
provides residential, small and large business electronic security,
fire protection, and other related alarm monitoring services
throughout the United States. The corporate head office is located
in Boca Raton, Florida.
AGEAGLE AERIAL: Amends Series B Warrants With Alpha Capital
-----------------------------------------------------------
As previously reported on a Current Report on Form 8-K filed on
October 2, 2024, AgEagle Aerial Systems Inc. entered into a
Securities Purchase Agreement with certain purchasers named
therein, pursuant to which the Company issued to Purchasers an
aggregate of 26,899,996 units, consisting of common units, each
consisting of one share of common stock of the Company, $0.001 par
value per share, one Series A warrant to purchase one share of
common stock and one Series B warrant to purchase one share of
common stock and pre-funded Units, with each Pre-Funded Unit
consisting of one pre-funded warrant to purchase one share of
common stock, one Series A Warrant to purchase one share of common
stock and one Series B Warrant to purchase one share of common
stock.
On April 2, 2025, the Company and Alpha Capital Anstalt, a
Purchaser and holder of a majority in interest of the Series B
Warrants, entered into an Amendment to Series B Common Stock
Purchase Warrant and Exchange Agreement, pursuant to which:
(i) the Series B Warrant was amended to (x) remove the Floor
Price limitation that was no longer applicable and (y) remove the
anti-dilution provision applicable in a Share Combination Event (as
defined in the Series B Warrant), and
(ii) Alpha exchanged 125,361 previously issued Series F
Warrants for 88,908 shares of common stock.
The Warrant Amendment amends all outstanding Series B Warrants.
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated Mar. 31, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 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.
As of Dec. 31, 2024, the Company had $20.6 million in total assets,
$26.3 million in total liabilities, and a total stockholders'
deficit of $5.7 million.
ALAMO BEER: Gets Approval to Hire JJ Real as Real Estate Broker
---------------------------------------------------------------
Alamo Beer Company, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ JJ Real Co., Inc.
as real estate broker.
The broker will market the Debtor's real property for sale, show
the property to potential purchasers and lessors, assist in the
closing of the sale of the real property, and, with the assistance
of the Debtor's bankruptcy counsel, represent it and its bankruptcy
estate in all other relevant matters relating to the sale of the
bankruptcy estate's real property.
The firm will be paid in a commission basis.
Jeremy Jessop, a broker at JJ Real Co., 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:
Jeremy M. Jessop
JJ Real Co., Inc.
824 Broadway, St., Suite 110
San Antonio, TX 78215
Telephone: (210) 386-3970
About Alamo Beer Company
Alamo Beer Company, LLC is a beverage manufacturer in San Antonio,
Texas.
Alamo Beer Company filed Chapter 11 petition (Bankr. W.D. Tex. Case
No. 25-50245) on February 3, 2025, listing between $1 million and
$10 million in both assets and liabilities.
Judge Craig A. Gargotta handles the case.
The Debtor is represented by William B. Kingman, Esq., at the Law
Offices of William B. Kingman.
PlainsCapital Bank, LLC, as lender, is represented by Michael P.
Menton, Esq. and Danika Lopez, Esq.
ALEXA HOLDINGS: Hires Bradford Law Offices as Bankruptcy Counsel
----------------------------------------------------------------
Alexa Holdings, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of North Carolina to employ Bradford Law
Offices to handle its Chapter 11 case.
The firm's hourly rates are:
Attorneys $575
Paralegals $185
In addition, the firm will seek reimbursement for expenses
incurred.
The firm will also receive a retainer of $36,738 from the Debtor.
Danny Bradford, Esq., an attorney of the firm, 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:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, #106
Cary, NC 27518
Telephone: (919) 758-8879
Email: dbradford@bradford-law.com
About Alexa Holdings
Alexa Holdings Inc. owns MoonRunners Saloon, a Prohibition-era
themed restaurant and bar based in Garner, North Carolina, known
for its Southern-style cuisine and distinctive moonshine-focused
drink menu. The establishment rose to prominence after being
featured on the reality TV show Bar Rescue, which helped revamp its
brand and operations. With locations in Garner and Dunn, the saloon
continues to attract patrons with its creative cocktails, hearty
dishes, and nostalgic ambiance.
Alexa Holdings filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code (Bankr. E.D.N.C. Case No.
25-01347), listing up $231,831 in total assets and $2,884,529 in
total liabilities.
Judge Joseph N. Callaway oversees the case.
Bradford Law Offices serves as the Debtor's counsel.
ALLEN PAVING: Seeks Subchapter V Bankruptcy in Florida
------------------------------------------------------
On April 18, 2025, Allen Paving & Construction LLC filed Chapter
11 protection in the U.S. Bankruptcy Court for the Middle District
of Florida. According to court filing, the
Debtor reports $2,406,131 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About Allen Paving & Construction LLC
Allen Paving & Construction LLC, dba Paver Solutions is an outdoor
living contractor based in Saint Petersburg, Florida. Founded in
2002, the Company specializes in designing and installing custom
paver features for residential and commercial properties. Its
services include pool decks, driveways, walkways, patios, fire
pits, outdoor kitchens, outdoor lighting, and landscaping.
Allen Paving & Construction LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
25-02464) on April 18, 2025. In its petition, the Debtor reports
total assets of $892,619 and total liabilities of $2,406,131.
Honorable Bankruptcy Judge Catherine Peek Mcewen handles the
case.
The Debtor is represented by Shawn M. Yesner, Esq. at YESNER LAW,
PL
ALTISOURCE PORTFOLIO: Proceeds With Warrant Distribution
--------------------------------------------------------
As previously disclosed on a Current Report on Form 8-K filed by
Altisource Portfolio Solutions S.A. with the U.S. Securities and
Exchange Commission on February 4, 2025, the board of directors of
the Company previously declared a proposed issuance under
Luxembourg law under the authorized share capital mechanism, which
is more commonly referred to as a distribution in the United
States, of transferable Warrants to holders of the following
Company securities:
(i) shares of common stock,
(ii) restricted share units, and
(iii) the Company's warrants to purchase shares of common stock
at an exercise price of $0.01 per share, in each case, as of 5:00
p.m., New York City time, on February 14, 2025.
The Warrant Distribution was contingent upon, among other things,
approval by the Company's shareholders of the proposals set forth
in the Company's definitive proxy statement on Schedule 14A filed
with the SEC on January 3, 2025 and the consummation of the
transactions contemplated by the previously disclosed Transaction
Support Agreement
As the Distribution Conditions have been satisfied, the Company is
proceeding with the Warrant Distribution.
The Warrants are being issued by the Company pursuant to the terms
of the Warrant Agent Agreement, dated as of March 31, 2025, between
the Company and Equiniti Trust Company, LLC, as warrant agent.
The Warrant Distribution will include two types of warrants:
* warrants to purchase shares of Common Stock requiring cash
settlement through the cash payment to the Company of the exercise
price; and
* warrants to purchase shares of Common Stock exercisable on a
cashless basis.
Pursuant to the Warrant Distribution, each Stakeholder will
receive:
* one Cash Exercise Stakeholder Warrant to purchase 1.625
shares of Common Stock for each:
(a) share of Common Stock held as of the Distribution
Record Date
(b) RSU held as of the Distribution Record Date and
(c) share of Common Stock that could be acquired upon
exercise of Penny Warrants held as of the Distribution Record Date;
and
* one Net Settle Stakeholder Warrant to purchase 1.625 shares
of Common Stock for each
(a) share of Common Stock held as of the Distribution
Record Date,
(b) RSU held as of the Distribution Record Date and
(c) share of Common Stock that could be acquired upon
exercise of Penny Warrants held as of the Distribution Record
Date.
Each Warrant entitles the holder thereof to purchase from the
Company 1.625 shares, subject to certain adjustments, of Common
Stock at an Exercise Price of $1.95 per Warrant (initially equal to
$1.20 per share of Common Stock). The Warrants may be exercised
beginning on the later of (i) July 2, 2025 and (ii) the first date
on which the VWAP (as defined in the Warrant Agent Agreement) of
the common stock equals or exceeds the Implied Per Share Exercise
Price of the Warrants, which is initially $1.20, for a period of
fifteen consecutive Trading Days. Upon, the exercise of the
Warrants, the Company will not issue fractional shares of Common
Stock or pay cash in lieu thereof. If a holder of Warrants would
otherwise be entitled to receive fractional shares of Common Stock
upon exercise of Warrants, the Company will first aggregate the
total number of shares Common Stock the Holder would receive upon
exercise of the Cash Exercise Stakeholder Warrants or the Net
Settle Stakeholder Warrants, as applicable, and then round down the
total number of shares of Common Stock to be issued to the Holder
the nearest whole number.
The Cash Exercise Stakeholder Warrants, if not previously exercised
or terminated, will expire on April 2, 2029. The Net Settle
Stakeholder Warrants, if not previously exercised or terminated,
will expire on April 30, 2032.
The Warrants are subject to certain anti-dilution adjustments,
including for stock dividends, splits, subdivisions,
reclassifications, combinations, rights issues, spin-offs,
consolidations, reclassifications, combinations, cash dividends or
distributions.
The Company has applied to list the Cash Exercise Stakeholder
Warrants and the Net Settle Stakeholder Warrants on the Nasdaq
Global Select Market under the symbols, ASPSZ and ASPSW,
respectively. No assurance can be provided that such applications
will be approved.
About Altisource
Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
https://www.Altisource.com/ -- is an integrated service provider
and marketplace for the real estate and mortgage industries.
Combining operational excellence with a suite of innovative
services and technologies, Altisource helps solve the demands of
the ever-changing markets it serves.
In March 2025. S&P Global Ratings raised its Company credit rating
on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'.
* * *
S&P said, "We also assigned our 'B' issue-level rating and '1'
recovery rating to the new $12.5 million senior secured debt (super
senior facility), 'CCC-' issue-level rating and '6' recovery rating
to the new $160 million senior subordinated debt (new first lien
loan), and withdrew our ratings on the company's exchanged senior
secured term loan, which was rated 'D'.
"The stable outlook reflects our expectation that over the next 12
months, while we expect Altisource to generate positive cash flow
from operations, we believe its liquidity will remain constrained
and the company will remain dependent on favorable financial and
economic conditions to meet its financial commitments.
ANNALY CAPITAL: Egan-Jones Retains BB+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on April 11, 2025, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Annaly Capital Management, Inc.
Headquartered in New York, Annaly Capital Management, Inc. is a
capital manager that invests in and finances residential and
commercial assets.
ARCADIA BIOSCIENCES: Transfers Gluten, Oxidative Stability Patents
------------------------------------------------------------------
Arcadia Biosciences, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it entered into an
agreement with a third party pursuant to which:
(i) the third party agreed to transfer to the Company all
rights and materials relating to certain intellectual property
rights and traits that were included in licenses previously granted
by the Company to the third party, returning those rights to the
Company;
(ii) the third party agreed to pay a total of $750,000 to the
Company;
(iii) the Company agreed to transfer to the third party all of
the Company's reduced gluten granted patents and pending
applications and oxidative stability granted patents and pending
applications, and related materials and documents; and
(iv) the Company and the third party agreed to amend a previous
agreement between the parties to eliminate any obligation to pay
the Company future product royalties under the agreement.
About Arcadia Biosciences Inc.
Headquartered in Dallas, TX, Arcadia Biosciences Inc. is a producer
and marketer of innovative, plant-based health and wellness
products. Since its inception in 2002, it has worked on creating
next-generation wellness products, particularly by enhancing wheat
with unique nutritional profiles, including increased fiber,
improved protein quality, fewer calories, reduced gluten, and
extended shelf stability. Their portfolio also includes Zola
Coconut Water, a hydrating beverage that is Non-GMO, low in
calories, and rich in electrolytes. The Company collaborates with
food manufacturers to create healthier wheat-based products.
In its report dated March 25, 2025, the Company's auditor, Deloitte
& Touche LLP, issued a "going concern" qualification, attached to
the Company's Annual Report on Form 10-K for the year ended Dec.
31, 2024, citing that the Company's accumulated deficit, recurring
net losses, and net cash used in operations raise substantial doubt
about the Company's ability to continue as a going concern.
Additionally, the auditor noted that the Company's resources would
not be sufficient to meet its anticipated cash requirements.
As of September 30, 2024, Arcadia Biosciences had $15.2 million in
total assets, $5.1 million in total liabilities, and $10.1 million
in total stockholders' equity.
ARTIFICIAL INTELLIGENCE: FY 2025 Revenue Hits $6.1M
---------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., along with its
wholly owned subsidiary Robotic Assistance Devices, Inc. (RAD-I),
announced its unaudited financial results for the fiscal year ended
February 28, 2025.
The Company reported total annual revenue of $6,130,886,
representing nearly 300 percent of the $2,227,559 reported for the
prior fiscal year. The results highlight AITX's continued growth,
driven by the expansion of its recurring revenue base and the
industry's increasing adoption of its fourth-generation autonomous
technologies.
Throughout the year, AITX completed the transition to its
fourth-generation platform across all core product lines. The Gen 4
platform has enhanced the Company's offerings with improved AI
performance, streamlined production processes, and hardware
optimizations that reduce deployment complexity and cost. These
advancements position AITX to fulfill growing demand while
improving margins and accelerating time to revenue.
"Early last fiscal year I announced a forecast of AITX revenues
between $5.5 million and $6.5 million, and I'm pleased that we
landed towards the higher end of our forecast," said Steve
Reinharz, CEO and CTO of AITX and its subsidiaries. "We are looking
for fiscal 2026 to finish with revenues in the $12 million to $18
million range, as well as produce several months of positive
operational cash flow. Our existing product set itself is on track
to achieve the bulk of that revenue with the new solutions
including award-winning SARA poised to push revenues into the
forecasted range."
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. is an innovator in the delivery of
artificial intelligence-based solutions that empower organizations
to gain new insight, solve complex challenges, and fuel new
business ideas. Through its next-generation robotic product
offerings, AITX's RAD, RAD-R, RAD-M, and RAD-G companies help
organizations streamline operations, increase ROI, and strengthen
business. AITX technology improves the simplicity and economics of
patrolling and guard services, allowing experienced personnel to
focus on more strategic tasks. Customers augment the capabilities
of existing staff and gain higher levels of situational awareness,
all at drastically reduced costs. AITX solutions are well-suited
for use in multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Deer Park, Illinois-based L J Soldinger Associates, LLC, the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated May 9, 2024, citing that the
Company had a net loss of approximately $20.7 million, an
accumulated deficit of approximately $133.0 million, and
stockholders' deficit of approximately $40.2 million as of and for
the year ended Feb. 29, 2024, which raise substantial doubt about
its ability to continue as a going concern.
As of November 30, 2024, Artificial Intelligence had $9,797,318 in
total assets, $56,814,939 in total liabilities, and $47,017,621 in
total stockholders' deficit.
ASCEND PERFORMANCE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Ascend Performance Materials Holdings Inc.
1010 Travis Street, Suite 900
Houston, Texas 77002
Business Description: The Debtors, together with their non-Debtor
affiliates, are one of the largest, fully-
integrated producers of nylon, a plastic
that is used in everyday essentials, like
apparel, carpets, and tires, as well as new
technologies, like electric vehicles and
solar energy systems. Ascend's business
primarily revolves around the production and
sale of nylon 6,6 (PA66), along with the
chemical intermediates and downstream
products derived from it. Common
applications of PA66 include heating and
cooling systems, air bags, batteries, and
athletic apparel. Headquartered in Houston,
Texas, Ascend has a global workforce of
approximately 2,200 employees and operates
eleven manufacturing facilities that span
the United States, Mexico, Europe, and Asia.
Chapter 11 Petition Date: April 21, 2025
Court: United States Bankruptcy Court
Southern District of Texas
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Ascend Performance Materials Holdings Inc. 25-90127
APM Disc Holdings LLC 25-90130
APM Disc Inc. 25-90131
Ascend Performance Materials Operations LLC 25-90136
Ascend Performance Materials Texas Inc. 25-90137
Ascend Performance Materials Inc. 25-90135
APM (Canada) LLC 25-90128
APM (PR) LLC 25-90129
APM Foreign Holdings LLC 25-90132
Ascend Performance Materials Consumer
Solutions Holdings LLC 25-90133
Ascend Performance Materials Consumer Solutions LLC 25-90134
Judge: Hon. Christopher M Lopez
Debtors'
Co-Bankruptcy
Counsel: Jason G. Cohen, Esq.
Jonathan L. Lozano, Esq.
BRACEWELL LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002
Tel: (713) 223-2300
Fax: (800) 404-3970
Email: jason.cohen@bracewell.com
jonathan.lozano@bracewell.com
Debtors'
Restructuring
Counsel: Christopher Marcus, P.C.
Derek I. Hunter, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: cmarcus@kirkland.com
derek.hunter@kirkland.com
Debtors'
Investment
Banker: PJT PARTNERS, INC.
Debtors'
Restructuring
Advisor: FTI CONSULTING, INC.
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Debtors'
Tax
Advisor: DELOITTE LLP
Counsel to
Disinterested
Directors: KATTEN MUCHIN ROSENMAN LLP
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petitions were signed by Robert Del Genio as chief
restructuring officer.
A full-text copy of the Lead Debtor's petition is available for
free on PacerMonitor at:
https://www.pacermonitor.com/view/WJY4GFQ/Ascend_Performance_Materials_Holdings__txsbke-25-90127__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Nature of
Entity Claim Claim Amount
1. SDI Inc Trade Debts $25,136,003
1414 Radcliffe St Ste 300
Bristol, PA 19007
Attn: Cris Ferregur
Title: Senior Vice
President Of Operations
Phone: 215-688-6448
Email: cris.ferregur@sdi.Com
2. Turner Industries Group LLC Trade Debts $13,477,113
P.O. Box 3688
Baton Rouge, LA 70821
Attn: Troy Bergeron
Title: President
Phone: 225-214-2481
Email: tpbergeron@turner-industries.com
3. The Dow Chemical Company Trade Debts $8,439,022
2040 Dow Ctr
Midland, MI 48674
Attn: Carolina Barrios
Title: U.S. Commercial Director - Olefins,
Aromatics & Alternatives
Phone: 346-221-0253
Email: cabarrios@dow.com
4. Southern Towing Midco LLC Trade Debts $6,822,995
1874 Thomas Road
Memphis, TN 38134
Attn: Matt Moran
Title: Vice President - Finance & Strategy
Phone: 773-677-9584
Email: m.moran@southerndevall.com
5. Marathon Petroleum Company LP Trade Debts $6,006,457
539 S. Main Street
Findlay, OH 45840
Attn: Matt Powell
Title: Senior Trader – Petrochemicals
Marketing
Phone: 419-421-3193
Email: mcpowell@marathonpetroleum.com
6. Citgo Petroleum Corp Trade Debts $5,737,744
6100 S Yale Ave
Tulsa, OK 74136
Attn: Sabrina Tulon
Title: Senior Legal Counsel
Phone: 281-447-9310
Email: stulon@citgo.com
7. Repcon Inc Trade Debts $5,372,079
P.O. Box 9316
Corpus Christi, TX 78469
Attn: Dake Stagner
Title: Senior Business Development Manager
Phone: 832-742-2843
Email: dvstagner@repcon.com
8. Veolia WTS USA Inc Trade Debts $4,382,069
3600 Horizon Blvd
Feasterville Trevose, PA 19053
Attn: Shireen Harvey
Title: CPI Vertical Business Development
Phone: 409-730-9001
Email: shireen.pirtle@veolia.com
9. Altivia Petrochemicals LLC Trade Debts $3,330,028
1100 Louisiana St Ste 4800
Houston, TX 77002
Attn: PJ Block
Title: President
Phone: 614-302-6159
Email: pblock@altivia.com
10. Robbie D. Wood, Inc. Trade Debts $2,347,678
1051 Old Warrior River Rd
Bessemer, AL 35023
Attn: Bo Littleton
Title: Gulf Coast Sales Manager
Phone: 281-245-9705
Email: bo@robbiedwood.com
11. BASF Corporation Trade Debts $2,296,067
1000 Campus Dr
Florham Park, NJ 07932
Attn: Jay Habayeb
Title: Business Director - Olefins
Phone: 346-275-8477
Email: jay.habayeb@basf.com
12. Palletone Inc. Trade Debts $2,242,278
113 Pioneer LN
Selma, Al 36701
Attn: Brad Ginsburg
Title: Strategic Account Manager
Phone: 836-512-9042
Email: bginsburg@palletone.com
13. Sulzer Chemtech USA Inc Trade Debts $2,182,007
P.O. Box 700480
Tulsa, Ok 74170
Attn: Daniel Braud
Title: Industrial Services Business Leader
Phone: 281-441-5241
Email: daniel.braud@sulzer.com
14. International Paper Co Trade Debts $2,169,483
2 Manhattanville Rd
Purchase, NY 10577
Attn: Derek Curry
Title: Order To Cash Process Owner
Phone: 901-315-2026
Email: derek.curry@ipaper.com
15. Turner Specialty Services LLC Trade Debts $2,118,403
P.O. Box 2750
Baton Rouge, LA 70821
Attn: Troy Bergeron
Title: President
Phone: 225-214-2481
Email: tpbergeron@turnerindustries.com
16. Kinder Morgan Operating L.P. Trade Debts $2,033,537
1001 Louisiana St
Houston, TX 77002
Attn: Ashley Scharnberg
Title: Director – Marketing &
Transportation
Phone: 713-420-3228
Email: ashley_scharnberg@kindermorgan.com
17. Ioditech Inc Trade Debts $2,033,508
951 N Topping Ave
Kansas City, MO 64120
Attn: Ben Rogers
Title: Vice President Of Finance & Sales
Phone: 270-348-1614
Email: benr@ioditech.com
18. Clariant Corporation Trade Debts $1,996,130
500 E Morehead St Ste 400
Charlotte, NC 28202
Attn: Xaver Karsunke
Title: Vice President – Specialties
Phone: +49 89-5110-621
Email: xaver.karsunke@clariant.com
19. Microsoft Corporation Trade Debts $1,977,908
1 Microsoft Way
Redmond, WA 98052
Attn: Rachael Kittleson
Title: Account Executive
Phone: 832-419-4193
Email: rachael.kittleson@microsoft.com
20. Process Combustion Corporation Trade Debts $1,915,396
300 Weyman Rd Ste 400
Pittsburgh, PA 15236
Attn: Scott Burge
Title: Vice President – Sales
Phone: 412-655-0955
Email: sburge@pcc-group.com
21. Gulf Coast Water Authority Trade Debts $1,866,861
3630 Fm 1765
Texas City, TX 77591
Attn: Kelly Dietrich
Phone: 409-935-2438
Email: kdietrich@gcwatx.gov
22. Willis Towers Watson Insurance Trade Debts $1,854,999
800 N Glebe Rd Fl 10
Arlington, VA 22203
Attn: Tracey Gabbard
Title: Senior Associate
Phone: 713-331-4722
Email: tracey.gabbard@wtwco.com
23. Enterprise Products Operating LLC Trade Debts $1,795,328
1100 Louisiana St
Houston, TX 77002
Attn: Matthew Rush
Title: Director – Petrochemicals Marketing
Phone: 713-381-5236
Email: mkrush@eprod.com
24. Tivoli Midstream CB Holdings LLC Trade Debts $1,650,046
2929 Allen Pkwy Ste 200
Houston, TX 77019
Attn: Rance Fromme
Title: Founding Partner, President & CEO
Phone: 832-787-1099
Email: rfromme@tivolimidstream.com
25. Freeport Welding & Fabricating, Trade Debts $1,642,024
Inc
200 Navigation Blvd
Freeport, TX 77541
Attn: Daniel Yates
Title: Vice President Of Engineering
Phone: 979-233-0121
Email: danny@freeweld.com
26. Invista (China) Investment Co., Ltd. Liquidated Undetermined
Unit 1801, Anlian Plaza, No. 168 Damages
Jingzhou Road, Yangpu
District,200082, Shanghai, P.R. China
Attn: Linda Shen
Title: Finance Manager
Phone: +86 21-6389-9121
Email: linda.shen@invista.com
27. Inv Nylon Chemicals Americas, LLC Liquidated Undetermined
4111 E 37th St N Damages
Wichita, KS 67220
Attn: Nancy Kowalski
Title: Executive Vice President – Nylon
Intermediates
Phone: 316-828-1000
Email: nancy.kowalski@invista.com
28. Mastec Power Corp. Litigation Undetermined
6446 S. Kenton Street, Suite 100
Centennial, Colorado 80111
Attn: Michael Donmoyer
Title: Executive Vice President
Phone: 303-390-3066
Email: michael.donmoyer@mastec.com
Attn: Brett Gross
Title: General Counsel
Phone: 303-390-3087
Email: brett.gross@mastec.com
29. MHBA CB, LLP Litigation Undetermined
Carmody Macdonald PC.
120 S. Central Ave., Suite 1800
St. Louis, Missouri 63105
Attn: David M. Fedder
Title: Principal
Phone: 324-854-8656
Email: dmf@carmodymacdonald.com
30. BP Energy Company Trade Debts Undetermined
5014 Westlake Park Blvd
Houston, TX 77079
Attn: Sam Weaver
Phone: 251-445-1218
Email: samuel.weaver@bp.com
ASCEND PERFORMANCE: Seeks Chapter 11 to Restructure Business
------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that chemicals
manufacturer Ascend Performance Materials has filed for Chapter 11
bankruptcy in the U.S. Bankruptcy Court for the Southern District
of Texas. The company and its affiliates submitted the filing in
Texas on Monday, April 21, 2025, listing both assets and
liabilities between $1 billion and $10 billion.
The company has secured a $250 million debtor-in-possession
financing commitment from its lenders, providing the liquidity
needed to support operations throughout the restructuring process,
according to Bloomberg News.
Ascend said the move will enable it to reduce debt while continuing
normal business operations. As part of the process, its lenders
have committed $250 million in debtor-in-possession financing.
Ascend noted that its non-U.S. subsidiaries are not part of the
filing and that it will continue normal operations without
disruption to product availability or customer contracts. The
company expects to complete the restructuring within approximately
six months.
About Ascend Performance Materials Inc.
Ascend Performance Materials Inc. is a manufacturer of specialty
chemicals and plastics materials focused on nylon 6,6 and related
products.
Ascend Performance Materials Inc. and affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case
No. 25-90135) on April 21, 2025. In its petition, it reports both
assets and liabilities between $1 billion and $10 billion.
Honorable Bankruptcy Judge Christopher M. Lopez handles the case.
The Debtor is represented by Jason Gary Cohen, Esq. at Bracewell
LLP.
ATARA BIOTHERAPEUTICS: Amends Pierre Fabre Deal
-----------------------------------------------
Atara Biotherapeutics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into an Amendment to the Amended and Restated
Commercialization Agreement dated October 31, 2023, with Pierre
Fabre Medicament.
Under the terms of the Amendment, as of March 31, 2025, the Company
has completed the transfer of all manufacturing responsibility to
Pierre Fabre and Pierre Fabre will be, at its cost, responsible for
manufacturing and supplying tabelecleucel for development and
commercialization worldwide. Pierre Fabre has also agreed to
assume the costs related to remediation of the third-party
manufacturing facility to address the U.S. Food and Drug
Administration's requests to support resubmission of the BLA for
tab-cel.
In exchange for accelerating the transfer of all manufacturing
responsibility and assumption of such remediation costs by Pierre
Fabre, among other things, the Company agreed to reduce the amount
of certain potential future regulatory and commercial milestone
payments under the Agreement. The Amendment did not change any of
the royalties the Company is eligible to receive under the
Agreement.
Pursuant to the Amendment, the Company is now entitled to receive
an aggregate of up to $550 million in additional potential
milestone payments upon achieving certain regulatory and commercial
milestones relating to tab-cel, including up to $40 million in
potential regulatory milestones in connection with the approval by
the FDA of a BLA for tab-cel under the terms of the Agreement (as
amended by the Amendment).
About Atara Biotherapeutics
Atara Biotherapeutics -- atarabio.com -- is a biotechnology company
focused on developing off-the-shelf cell therapies that harness the
power of the immune system to treat difficult-to-treat cancers and
autoimmune conditions. With cutting-edge science and differentiated
approach, Atara is the first company in the world to receive
regulatory approval of an allogeneic T-cell immunotherapy. The
Company's advanced and versatile T-cell platform does not require
T-cell receptor or HLA gene editing and forms the basis of a
diverse portfolio of investigational therapies that target EBV, the
root cause of certain diseases, in addition to next-generation
AlloCAR-Ts designed for best-in-class opportunities across a broad
range of hematological malignancies and B-cell driven autoimmune
diseases. Atara is headquartered in Southern California.
San Francisco, Calif.-based Deloitte & Touche LLP, the Company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 7, 2025, attached to the Company's Annual Report
on Form 10-K for the year ended Dec. 31, 2024, citing that the
Company's recurring losses from operations raises substantial doubt
about its ability to continue as a going concern.
BANDGRIP INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BandGrip, Inc.
311 S. Wacker
Suite 1775
Chicago, IL 60606
Business Description: BandGrip, Inc. is a U.S.-based medical
device company specializing in non-invasive
wound closure solutions. The Company's
flagship product, the BandGrip Micro-Anchor
Skin Closure, utilizes patented micro-anchor
technology to securely close skin wounds
without the need for sutures or staples.
Headquartered in Chicago, Illinois, BandGrip
aims to reduce procedure times, minimize
scarring, and improve patient comfort.
Chapter 11 Petition Date: April 21, 2025
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 25-06139
Judge: Hon. Jacqueline P Cox
Debtor's Counsel: William Factor, Esq.
THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
105 W. Madison St., Suite 2300
Chicago, IL 60602
Email: wfactor@wfactorlaw.com
Total Assets as of March 31, 2025: $228,066
Total Liabilities as of March 31, 2025: $2,199,581
The petition was signed by Thomas W. Pruter as chief financial
officer.
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/NQKKUFQ/BandGrip_Inc__ilnbke-25-06139__0001.0.pdf?mcid=tGE4TAMA
BELLEVUE HOSPITAL: Gets Court OK for Chapter 11 Plan
----------------------------------------------------
Andrew Cass of Becker's Hospital Review reports that the Bellevue
Hospital in Toledo, Ohio, is advancing its plans to become part of
Sandusky-based Firelands Health after a bankruptcy court approved
its Chapter 11 reorganization plan, according to an April 18, 2024
report from the Sandusky Register.
The hospital filed for Chapter 11 protection in February, citing
the ongoing financial pressures facing rural and independent
healthcare providers—such as rising operational costs, limited
funding, complex regulations, and restricted access to capital, the
report states.
Following the court's approval and pending final regulatory
clearances, Firelands Health will acquire full ownership of the
50-bed hospital. The deal includes commitments to invest in
sustaining current hospital services and expanding offerings across
additional care sites. The acquisition is expected to finalize in
the second quarter of 2025, according to Becker's Hospital Review.
Firelands Health CEO Jeremy Normington-Slay confirmed the system
will refinance approximately $17 million of Bellevue's bank debt
and cover nearly all of its outstanding liabilities and accounts
payable, totaling up to $6.5 million. Firelands also plans to
invest an estimated $2 million to $3 million over the next five
years to support hospital operations, according to report.
"We expect The Bellevue Hospital to complete its financial recovery
within 12 to 18 months," said Normington-Slay. "We believe it will
be able to meet its debt obligations and cover most of its future
capital needs."
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. at Vorys, Sater, Seymour and Pease LLP.
Firelands Regional Health System, as DIP lender, is represented
by Ellen Arvin Kennedy. Esq. at Dinsmore & Shohl, LLP.
BIOXCEL THERAPEUTICS: Enters $8.1-Mil. ATM Offering With Canaccord
------------------------------------------------------------------
BioXcel Therapeutics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into an Equity Distribution Agreement with Canaccord
Genuity LLC to sell shares of the Company's common stock, par value
$0.001 per share, from time to time, through an "at the market"
equity offering program under which Canaccord will act as sales
agent.
Subject to the terms and conditions of the Equity Distribution
Agreement, Canaccord may sell the shares by methods deemed to be an
"at the market offering" as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended, including sales made
through The Nasdaq Capital Market or on any other existing trading
market for the Common Stock. Under the Equity Distribution
Agreement, Canaccord will use commercially reasonable efforts to
sell the Common Stock from time to time and the Company will set
the parameters for the sale of shares, including the number of
shares to be issued, the time period during which sales are
requested to be made, limitations on the number of shares that may
be sold in any one trading day and any minimum price below which
sales may not be made. The Company will pay Canaccord a commission
of up to 3.0% of the gross proceeds of any Common Stock sold
through Canaccord under the Equity Distribution Agreement and has
provided Canaccord with customary indemnification rights. The
Company also will reimburse Canaccord for certain specified
expenses in connection with entering into the Equity Distribution
Agreement.
Any sales of shares under the Equity Distribution Agreement will be
made pursuant to the Company's shelf registration statement on Form
S-3 (File No. 333-275261) filed with the Commission on November 2,
2023 and declared effective on November 13, 2023. The Company filed
a prospectus supplement with the Commission on April 3, 2025, in
connection with the offer and sale of up to $8,135,000 of shares
pursuant to the Equity Distribution Agreement.
Honigman LLP, counsel to the Company, has issued an opinion
regarding the validity of the shares of Common Stock to be issued
and sold pursuant to the Equity Distribution Agreement. A copy of
the opinion is available at https://tinyurl.com/4aezyrpd
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 Mar. 28, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 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 Dec. 31, 2024, BioXcel Therapeutics had $38.3 million in
total assets, $131.4 million in total liabilities, and a total
stockholders' deficit of $93.1 million.
BIOXCEL THERAPEUTICS: Registers 155,120 Shares for Employee Plans
-----------------------------------------------------------------
BioXcel Therapeutics, Inc. filed a Registration Statement on Form
S-8 is with the U.S. Securities and Exchange Commission for the
purpose of registering an additional 155,120 shares of common
stock, par value $0.001 per share, of the Company, issuable under
the following employee benefit plans for which a registration
statement of the Company on Form S-8 (File Nos. 333-238580,
333-266922, 333-270652 and 333-278492) is effective:
(i) the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan
and
(ii) the BioXcel Therapeutics, Inc. 2020 Employee Stock
Purchase Plan.
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 28, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 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.
BLABLMBTQ LLC: Seeks Subchapter V Bankruptcy in Texas
-----------------------------------------------------
On April 18, 2025, BLABLMBTQ LLC filed Chapter 11 protection in
the U.S. Bankruptcy Court for the Western 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 BLABLMBTQ LLC
BLABLMBTQ LLC, doing business as Bella and Bloom Boutique, is an
online and physical retail company that offers women's apparel and
fashion accessories. The Company operates through its e-commerce
platform and a storefront in Texas.
BLABLMBTQ LLC sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-10545)
on April 2, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Shad Robinson handles the case.
The Debtor is represented byStephen W Sather, Esq. at BARRON &
NEWBURGER, P.C.
BLACKBERRY LIMITED: Net Loss Narrows to $79 Million for FY 2025
---------------------------------------------------------------
BlackBerry Limited filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$79 million for the year ended Feb. 28, 2025, compared to a net
loss of $130.2 million for the year ended Feb. 29, 2024. Total
company revenue for the full fiscal year was $534.9 million.
As of Feb. 28, 2025, the Company had $1.3 billion in total assets,
$575.7 million in total liabilities, and a total stockholders'
equity of $719.9 million.
"BlackBerry closed out this transformational fiscal year with
another quarter of strong financial performance from all three
divisions: QNX, Secure Communications and Licensing. We also took a
big step forward by completing the sale of the Cylance business to
Arctic Wolf, a win-win for all parties, and significantly
strengthening our balance sheet in the process." said John J.
Giamatteo, CEO, BlackBerry. "We started the year with a goal to
deliver profitability and positive cash flow, and we're pleased we
delivered across the board. BlackBerry goes into the new fiscal
year in a strong financial position, with a solid balance sheet
that provides optionality for driving shareholder value."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/bdzksy6w
About BlackBerry
Headquartered in Waterloo, Canada, BlackBerry Limited provides
intelligent security software solutions.
* * *
Egan-Jones Ratings Company on December 18, 2024, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by BlackBerry Limited.
BRIGHT MOUNTAIN: Extends Credit Maturity to December 2026
---------------------------------------------------------
Bright Mountain Media, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
and its subsidiaries are parties to an Amended and Restated Senior
Secured Credit Agreement between itself, the lenders party thereto,
and Centre Lane Partners Master Credit Fund II, L.P., as
Administrative Agent and Collateral Agent, dated June 5, 2020, as
amended.
Effective March 31, 2025, the Company and its subsidiaries, CL
Media Holdings, LLC, Bright Mountain LLC, MediaHouse, Inc., Deep
Focus Agency LLC, and BV Insights LLC, Centre Lane Partners, and
the Lenders entered into the Twenty-Second Amendment to Amended and
Restated Senior Secured Credit Agreement to amend certain terms of
the Credit Agreement. The principal changes to the Credit Agreement
made in the Twenty-Second Amendment include, but are not limited
to, the following:
(i) Extending the maturity date of the First Out Loans (which
no longer include the Seventeenth Amendment Term Loans and the
Twenty-First Amendment Term Loans), Second Out Loans (formerly
defined as the Last Out Loans), and Third Out Loans (comprised of
the Seventeenth Amendment Term Loans and the Twenty-First Amendment
Term Loans) from April 20, 2026 to December 20, 2026;
(ii) Changing the Second Out Loans PIK Rate to the Term SOFR
plus 3% and the Second Out Loans cash interest rate to 2%;
(iii) Changing the First Out Loans cash interest rate to the
Term SOFR plus 2%;
(iv) Changing the Third Out Loans PIK Rate to 15%;
(v) Adjusting the amortization of the Second Out Loans such
that quarterly installments of 1% of the aggregate principal amount
(after giving effect to capitalized PIK interest) are paid for each
quarter in 2025, and quarterly installments of 2% of the aggregate
principal amount (after giving effect to capitalized PIK interest)
are paid thereafter until maturity; and
(vi) Adjusting the amortization of the First Out Loans such
that an installment of $700,000 is paid on March 31, 2025, and
quarterly installments of $575,000 are paid thereafter until
maturity.
As of March 31, 2025, outstanding principal on the Centre Lane
Senior Secured Credit Facility was $79.7 million, due December 20,
2026.
About Bright Mountain
Bright Mountain Media, Inc. (together with its wholly-owned
subsidiaries) is an end-to-end marketing services company that
helps brands with the right audiences, at the right time, with the
right message, both effectively and efficiently by removing the
middlemen in the marketing workflow. The Company's end-to-end
offerings combine consumer insights with creative services, media
services, and advertising technology to deliver solutions to
improve audience fidelity for brands. The Company focuses on
digital publishing, advertising technology, consumer insights,
creative services, and media services.
New York, New York-based WithumSmith+Brown, PC, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Mar. 10, 2025, attached to the Company's Annual Report
on Form 10-K for the year ended Dec. 31, 2024. The report cited
that the Company has suffered recurring losses from operations and
has a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
BRIGHTMARK PLASTICS: Collateral Agent Moves to Dismiss Bankruptcy
-----------------------------------------------------------------
Angelica Serrano-Roman of Bloomberg Law reports that UMB Bank,
trustee and collateral agent for $185 million in municipal bonds,
has asked the U.S. Bankruptcy Court in Delaware to dismiss
Brightmark Plastics Renewal LLC's Chapter 11 case.
The trustee alleges the Indiana recycling company filed for
bankruptcy in bad faith to obstruct recovery on secured claims and
lacks a legitimate restructuring objective, the report states.
About Brightmark Plastics Renewal
Brightmark Plastics Renewal LLC utilize proprietary processes and
licensed technology to convert hard-to-recycle plastic waste into
valuable chemical feedstocks that can be used to make new plastics.
This innovative approach helps reduce plastic waste by repurposing
hydrocarbons that would otherwise end up in landfills, contributing
to a more sustainable environment.
Brightmark Plastics Renewal and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 25-10472) on March 16, 2025. In the petitions signed by Craig
R. Jalbert, chief restructuring officer, Brightmark Plastics
Renewal disclosed up to $500 million in both assets and
liabilities.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped Potter Anderson & Corroon, LLP as bankruptcy
counsel, SSG Capital Advisors, LLC as investment banker, and
Verdolino & Lowey, PC as restructuring advisor. Omni Agent
Solutions, Inc. is the claims, noticing and solicitation agent.
BRPS TITLE: Continued Operations to Fund Plan Payments
------------------------------------------------------
BRPS Title of Texas LLC filed with the U.S. Bankruptcy Court for
the Southern District of Texas a Subchapter V Plan of
Reorganization dated March 21, 2025.
The Debtor is a manager managed Delaware limited liability company
incorporated on February 15, 2020. The Debtor is managed by its
manager and chief financial officer, Jason Klam.
The Debtor is a title and settlement company located in Houston,
Texas that specializes in providing relocation services for
residential and commercial transactions. The Debtor employs 12
employees with commission based compensation and regular salaries.
Prior to the Petition Date, the Debtor entered into several high
interest merchant cash advance loans which caused the Debtor to
seek reorganization through bankruptcy.
Class 4 shall consist of Allowed General Unsecured Claims and
Deficiency Claims. In full satisfaction, holders of Claims in Class
4 shall receive sixty Pro Rata consecutive monthly payments in
accordance with the schedule below with payments commencing April
1, 2025 and with each subsequent payment due the first calendar day
of the month.
April 1, 2025 through June 1, 2026: $2,704.00
July 1, 2026 through June 1, 2028: $8,504.00
July 1, 2028 through June 1, 2029: $11,204.00
July 1, 2029 through March 1, 20230: $13,704.00
In the event of any failure of the Reorganized Debtor to timely
make its required plan payments to this Class, which shall
constitute an event of default under the Plan, it shall send Notice
of Default to the Reorganized Debtor. If the default is not cured
within thirty days of the date of such notice, the Claimants in
Class 4 may proceed to collect all amounts owed pursuant to state
law without further recourse to the Bankruptcy Court. Claimants in
Class 4 are only required to send two notices of default, and upon
the third event of default, Claimants in Class 4 may proceed to
collect all amounts owed under state law without recourse to the
Bankruptcy Court and without further notice.
Class 4 is impaired under the Plan. Claimants in Class 4 are
entitled to vote on the Plan.
The equity interest holder of this Plan shall retain its equity
interest.
The payments contemplated in this Plan shall be funded from the
postpetition operations of the Debtor through the Effective Date.
A full-text copy of the Subchapter V Plan dated March 21, 2025 is
available at https://urlcurt.com/u?l=8YoaxC from PacerMonitor.com
at no charge.
About BRPS Title of Texas
BRPS Title of Texas, LLC is a title and settlement company located
in Houston, Texas that specializes in providing relocation services
for residential and commercial transactions.
The Debtor filed Chapter 11 petition (Bankr. S.D. Tex. Case No.
24-36006) on Dec. 23, 2024, with up to $50,000 in assets and up to
$10 million in liabilities. Jason Klam, chief operating officer of
BRPS, signed the petition.
Judge Jeffrey P. Norman oversees the case.
The Debtor is represented by:
Susan Tran Adams, Esq.
Tran Singh, LLP
2502 La Branch St
Houston, TX 77004
Tel: 832-975-7300
Fax: (832) 975-7301
Email: stran@ts-llp.com
CASA GARCIA'S: Unsecureds Will Get 40% of Claims over 60 Months
---------------------------------------------------------------
Casa Garcia's Co. filed with the U.S. Bankruptcy Court for the
Southern District of West Virginia a Plan of Reorganization for
Small Business dated March 20, 2025.
The Debtor's personal property assets consist of the items located
in the rental space at the Riverwalk Plaza, restaurant in South
Charleston, West Virginia and a bank account.
The Debtor began operating a restaurant in Riverwalk Plaza, South
Charleston, West Virginia in August 0f 2005. The Debtor then was
originally a three-restaurant group with the South Charleston
location, with two restaurants in North Carolina. The three owners
split the restaurants they were individually operating with
Alejandro Solis and his immediate family operating the South
Charleston location. In 2013, the first lease was signed with BAI
Riverwalk Plaza which included extra seating enlarging the original
restaurant.
Mid-to-late November through the winter months of January, February
and early mid-March are the slowest months. Covid and the final
illness and passage of Alejandro's mother-in-law who lived in
Mexico cause the Debtor to fall behind on financial obligations.
The threatened action by the Landlord to evict the Debtor from
their twenty-year location caused the bankruptcy filing.
Class IV consists of all other unsecured claims. All other
unsecured claims allowed under Section 502 of the Code as follows:
Corey Brothers $772.80; Buzz Products $7273.77; Diaz Foods
$5192.46; State tax Department $.50; and Performance Food $4,154.93
for a total of $17,394.46.
Unsecured general claims under Section 502 of the Code will be paid
a total of 40% of their claim over 60 months without interest
payable in equal quarterly payments.
The Debtor will commence making its payments under the plan on the
first day of the calendar month that follows the effective date of
the plan. It will fund the plan payments from its income made in
the ordinary course of its business.
A full-text copy of the Plan of Reorganization dated March 20, 2025
is available at https://urlcurt.com/u?l=5WOXgB from
PacerMonitor.com at no charge.
Counsel to the Debtor:
William W. Pepper, Esq.
Andrew S. Nason, Esq.
Emmett Pepper, Esq.
Pepper and Nason
8 Hale Street
Charleston, WV 25301
Tel: (304) 346-0361
Fax: (304) 346-1054
Email: info@PepperNason.com
About Casa Garcia's Co.
Casa Garcia's Co. is a restaurant operator located at Riverwalk
Plaza in South Charleston, West Virginia.
Casa Garcia's Co. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.W. Va. Case No. 25-20007) on January
20, 2025. In its petition, the Debtor reports estimated assets
between $50,000 and $100,000 and estimated liabilities between
$100,000 and $500,000.
The Debtor is represented by Andrew S. Nason, Esq., at Pepper &
Nason.
CHASEN CONSTRUCTION: Trustee Hires Shapiro Sher as Special Counsel
------------------------------------------------------------------
Roger Schlossberg, the trustee appointed in the Chapter 11 case of
Chasen Construction, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Shapiro Sher Guinot &
Sandler as special counsel.
The trustee needs a special counsel for the purpose of avoiding and
recovering pre-petition transfers of its property and recovering
other funds, properties, or assets for the benefit of the
bankruptcy estate.
The firm will be paid at these hourly rates:
Partners $400 - $750
Associates $345 - $390
Paralegals $250 - $295
In addition, the firm will seek reimbursement for expenses
incurred.
Richard Goldberg, Esq., an attorney at Shapiro Sher Gunot &
Sandler, 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:
Richard M. Goldberg, Esq.
Shapiro Sher Guinot & Sandler
250 W. Pratt Street, Suite 2000
Baltimore, Maryland 21201
Telephone: (410) 385-4274
Facsimile: (410) 539-7611
Email: rmg@shapirosher.com
About Chasen Construction
Chasen Construction LLC, operating as Chasen Companies, specializes
in real estate acquisition and development in the Greater Baltimore
Region, with plans for expansion across the U.S. As a vertically
integrated company, Chasen manages the entire development process,
from acquisitions and financing to construction, marketing, and
leasing. The Company is dedicated to delivering high-quality living
and workspaces, designed with luxury and modern amenities to
enhance the tenant experience.
On March 18, 2025, Sandy Spring Bank, Southland Insulators of
Maryland, Inc., and Ferguson Enterprises, Inc., petitioning
creditors, on behalf of Chasen Construction, LLC filed an
involuntary petition under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Md. Case No. 25-12356).
Judge Nancy V. Alquist oversees the case.
Martin Law Group, P.C., the Law Office of Jill D. Caravaggio, and
Whittaker/Myers, PC serve as the petitioners' counsel.
CIMG INC: Converts $10M Notes From Investors Into 19.5M Shares
--------------------------------------------------------------
As previously disclosed in the Current Report on Form 8-K filed by
CIMG Inc. with the U.S. Securities and Exchange Commission, on
December 12, 2024, the Company entered into a convertible note and
warrant purchase agreement with certain non-U.S. investors,
providing for the private placement of convertible promissory notes
in the aggregate principal amount of $10,000,000 and warrants to
purchase up to an aggregate of 25,641,023 shares of the Company's
common stock, par value $0.00001 per share in reliance on the
registration exemptions of Regulation S.
On February 10, 2025, the Company obtained its shareholder approval
for the issuance of shares underlying the Notes and the Warrants.
On March 18, 2025, the Investors submitted their respective
conversion notices to the Company, converting their respective
Notes. Upon receiving the conversion notices, the Company issued
19,457,618 shares of the Company's common stock to the Investors
pursuant to the same. Following such issuances, the Company had
30,197,418 shares of common stock issued and outstanding as of
March 24, 2025.
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Ling Choi Holds 26.4% Equity Stake via DYT INFO
---------------------------------------------------------
Ling Choi disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of DYT INFO PTE LTD., beneficially owned
9,270,842 shares of CIMG Inc.'s common stock, including 4,399,048
shares of common stock directly held, of which 3,697,294 shares of
common stock were acquired pursuant to the conversion of a
convertible note dated on March 18, 2025, in connection with the
convertible note and warrant purchase agreement dated December 12,
2024.
DYT INFO PTE LTD also holds warrants to acquire up to 4,871,794
shares of common stock.
The ownership of shares represents 26.4%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025, and 4,871,794 new shares of common stock
that may be issued pursuant to exercise of warrants held by DYT
INFO PTE LTD; and
(ii) DYT INFO PTE LTD directly holds 4,399,048 shares of common
stock and warrants to acquire up to 4,871,794 shares of common
stock as of March 24, 2025.
Ling Choi may be reached through:
DYT INFO PTE. LTD.
112 Robinson Road #03-01, Robinson 112
Singapore, 068902
Phone: 852 52617523
A full-text copy of Ms. Choi's SEC report is available at:
https://tinyurl.com/22tdhks9
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Wenwen Yu Holds 24.9% Stake via Metaverse Intelligence
----------------------------------------------------------------
Wenwen Yu, disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of Metaverse Intelligence Tech Ltd.,
beneficially owned 8,688,557 shares of CIMG Inc.'s common stock,
including 3,932,147 shares of common stock directly held, of which
3,609,702 shares of common stock were acquired pursuant to the
conversion of a convertible note dated on March 18, 2025, in
connection with the convertible note and warrant purchase agreement
dated December 12, 2024.
Metaverse Intelligence Tech Ltd. also holds warrants to acquire up
to 4,756,410 shares of common stock.
Metaverse Intelligence Tech Ltd. is governed by its sole director,
Ying Yu. As such, Mr. Dai has voting and investment discretion with
respect to the shares of common stock held of record by Metaverse
Intelligence Tech Ltd. and may be deemed to have beneficial
ownership of the shares and warrants held directly by Metaverse
Intelligence Tech Ltd. Therefore, both Wenwen Yu and Ying Yu are
deemed to have shared voting power over the 8,688,557 shares of
common stock.
The ownership of shares represents 24.9%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025 and 4,756,410 new shares of common stock
that may be issued pursuant to exercise of warrants held by
Metaverse Intelligence Tech Ltd.; and
(ii) Metaverse Intelligence Tech Ltd. directly holds 3,932,147
shares of common stock and warrants to acquire up to 4,756,410
shares of common stock as of March 24, 2025.
Wenwen Yu may be reached through:
Ying Yu, Sole Director
Metaverse Intelligence Tech Ltd.
Coastal Building, Wickham's Cay II,
P. O. Box 2221, Road Town
Tortola, British Virgin Islands, D8, VG110
Tel: 1772-341-0068
A full-text copy of Ms. Yu's SEC report is available at:
https://tinyurl.com/458kw43v
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Xiaodong Liu Holds 21.7% Stake via Vmade Co.
------------------------------------------------------
Xiaodong Liu disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of Vmade Co., Limited, beneficially
owned 7,400,282 shares of CIMG Inc.'s common stock, including
3,528,488 shares of common stock directly held, of which 2,937,787
shares of common stock were acquired pursuant to the conversion of
a convertible note dated on March 18, 2025, in connection with the
convertible note and warrant purchase agreement dated December 12,
2024
Vmade Co., Limited also holds warrants to acquire up to 3,871,794
shares of common stock.
The ownership of shares represents 21.7%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025, and 3,871,794 new shares of common stock
that may be issued pursuant to exercise of warrants held by Vmade
Co., Limited; and
(ii) Vmade Co., Limited directly holds 3,528,488 shares of
common stock and warrants to acquire up to 3,871,794 shares of
common stock as of March 24, 2025..
Xiaodong Liu may be reached through:
Vmade Co., Limited
Flat 01A1, 10/F Carnival Comm Bldg
18 Java Rd, North Point
Hong Kong, K3, 000000
Phone: +86 16619757338
A full-text copy of Ms. Liu's SEC report is available at:
https://tinyurl.com/2j72mfy3
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Yubo Yang Holds 20.1% Equity Stake via Dada Business
--------------------------------------------------------------
Yubo Yang disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of Dada Business Trading Co., Limited,
beneficially owned 6,739,761 shares of CIMG Inc.'s common stock,
including 3,406,428 shares of common stock directly held, of which
2,529,236 shares of common stock were acquired pursuant to the
conversion of a convertible note dated on March 18, 2025, in
connection with the convertible note and warrant purchase agreement
dated December 12, 2024.
Dada Business Trading Co., Limited also holds warrants to acquire
up to 3,333,333 shares of common stock.
Dada Business Trading Co., Limited is governed by its sole
director, Mr. Zheng Dai. As such, Mr. Dai has voting and investment
discretion with respect to the shares of common stock held of
record by Dada Business Trading Co., Limited and may be deemed to
have beneficial ownership of the shares and warrants held directly
by Dada Business Trading Co., Limited. Therefore, both Yubo Yang
and Zheng Dai are deemed to have shared voting power over the
6,739,761 shares of common stock.
The ownership of shares represents 20.1%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025,and 3,333,333 new shares of common stock
that may be issued pursuant to exercise of warrants held by Dada
Business Trading Co., Limited; and
(ii) Dada Business Trading Co., Limited directly holds
3,406,428 shares of common stock and warrants to acquire up to
3,333,333 shares of common stock as of March 24, 2025.
The Reporting Person may be reached through:
Yubo Yang
Unit 3709, 37/F, Tower 2, Lippo Centre
89 Queensway, Admiralty
Hong Kong, K3, 000000
Telephone: +86 15611602308
A full-text copy of Ms. Yang's SEC report is available at:
https://tinyurl.com/3fabc7xp
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Yujie Liu Holds 23.9% Equity Stake via YY Tech
--------------------------------------------------------
Yujie Liu disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of YY Tech Inc., beneficially owned
8,365,419 shares of CIMG Inc.'s common stock, including 3,609,009
shares of common stock directly held, of which 3,609,009 shares of
common stock were acquired pursuant to the conversion of a
convertible note dated on March 18, 2025, in connection with the
convertible note and warrant purchase agreement dated December 12,
2024.
YY Tech Inc. also holds warrants to acquire up to 4,756,410 shares
of common stock.
The ownership of shares represents 23.9%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025, and 4,756,410 new shares of common stock
that may be issued pursuant to exercise of warrants held by YY Tech
Inc.; and
(ii) YY Tech Inc. directly holds 3,609,009 shares of common
stock and warrants to acquire up to 4,756,410 shares of common
stock as of March 24, 2025.
Yujie Liu and YY Tech Inc. may be reached through:
Sertus Incorporations (Cayman) Limited
23 Lime Tree Bay Avenue, Grand Cayman
Cayman Islands, E9, KY1-1104
Phone: (852) 46817425
A full-text copy of Ms. Liu's SEC report is available at:
https://tinyurl.com/2ftwep8f
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CIMG INC: Yumei Liu Holds 20.8% Stake via Joyer Investment
----------------------------------------------------------
Yumei Liu disclosed in a Schedule 13D filed with the U.S.
Securities and Exchange Commission that as of March 18, 2025, she,
through her 100% ownership of Joyer Investment Limited,
beneficially owned 7,125,872 shares of CIMG Inc.'s common stock,
including 3,074,590 shares of common stock directly held, of which
3,074,590 shares of common stock were acquired pursuant to the
conversion of a convertible note dated on March 18, 2025, in
connection with the convertible note and warrant purchase agreement
dated December 12, 2024.
Joyer Investment Limited also holds warrants to acquire up to
4,051,282 shares of common stock.
The ownership of shares represents 20.8%, calculated based upon:
(i) 30,197,418 shares of common stock issued and outstanding
as of March 24, 2025, as reported in the Issuer's 8-K filed with
the SEC on April 3, 2025, and 4,051,282 new shares of common stock
that may be issued pursuant to exercise of warrants held by Joyer
Investment Limited; and
(ii) Joyer Investment Limited directly holds 3,074,590 shares
of common stock and warrants to acquire up to 4,051,282 shares of
common stock as of March 24, 2025.
Yumei Liu may be reached through:
Joyer Investment Limited
Flat/RM A, 12F, ZJ300
300 Lockhard Road,
Wan Chai, Hong Kong
Phone: +86-18825235796
A full-text copy of Ms. Liu's SEC report is available at:
https://tinyurl.com/5a8yjt8u
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc. (formerly Nuzee,
Inc.) is a digital marketing, sales and distribution company for
various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern, according to the
Company's Quarterly Report for the period ended June 30, 2024.
The Company has not yet filed its Form 10-K for the fiscal year
ended Sept. 30, 2023.
CITIUS PHARMACEUTICALS: Amends License Agreement With Eisai
-----------------------------------------------------------
As previously reported, in September 2021, Citius Pharmaceuticals,
Inc., which owns approximately 92% of the outstanding common stock
of Citius Oncology, Inc., announced that it had entered into an
asset purchase agreement with Dr. Reddy's Laboratories SA to
acquire its exclusive license of E7777 (denileukin diftitox).
Dr. Reddy's had previously exclusively licensed E777 in select
markets from Eisai Co., Ltd., through which transaction Citius
Pharma became a party to the Amended and Restated License,
Development and Commercialization Agreement, as amended on August
9, 2018 and August 31, 2021, regarding E7777. Citius Pharma has
obtained the trade name LYMPHIR™ for the product. Upon Citius
becoming a stand-alone public company in August 2024, Citius
Oncology assumed Citius Pharma's rights and obligations under the
License Agreement.
Pursuant to the terms of the License Agreement, upon the approval
of LYMPHIR by the U.S. Food and Drug Administration in August 2024,
Citius Oncology became obligated to pay Eisai a milestone payment
of $5,900,000. In the course of developing LYMPHIR, Citius Oncology
incurred an aggregate of $8,233,209.77 for various development and
inventory costs that it owes to Eisai. All of these costs were
reported in Citius Oncology's financial statements for the periods
in which they were incurred, with the great majority of them, other
than the milestone payment incurred in August 2024, being incurred
prior to the quarter ended December 31, 2024. The $5,900,00
milestone payment obligation was reported in Citius Oncology's
financial statements for the period in which FDA approval of
LYMPHIR was obtained, which was in August 2024. An aggregate
$6,048,052.67 of inventory costs have been incurred, all of which
were included as an accrued obligation on Citius Oncology's
financial statements for the period ended December 31, 2024.
Accounts receivable development costs of $185,317.70 were included
on Citius Oncology's financial statements for the period ended
December 31, 2024. The remaining $1,999,839.40 of expense will be
included in Citius Oncology's financial statements for the period
ended March 31, 2025.
On March 28, 2025, Citius Oncology and Eisai entered into a letter
agreement that amended the License Agreement to provide for a
payment schedule to Eisai. Citius Oncology has agreed to pay Eisai
on or before July 15, 2025, an aggregate amount of $2,535,317.77
and thereafter on the 15th of each of the next four months to pay
Eisai $2,350,000 and make a final payment of $2,197,892.07 to Eisai
on or before December 15, 2025, in each case with interest on each
obligation from its original due date through the date of actual
payment under the letter agreement at the rate of 2% per annum. The
parties released each other from any and all claims, losses,
damages, costs and expenses that arise from or related to the
failure of Citius Oncology to pay the milestone payment or the
other incurred costs under the License Agreement except for any
claims arising out of a breach of the letter agreement. All other
terms of the License Agreement remain in full force and effect.
About Citius Pharmaceuticals
Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc., is a
biopharmaceutical company dedicated to the development and
commercialization of first-in-class critical care products. The
Company's goal generally is to achieve leading market positions by
providing therapeutic products that address unmet medical needs yet
have a lower development risk than usually is associated with new
chemical entities. New formulations of previously approved drugs
with substantial existing safety and efficacy data are a core
focus. The Company seeks to reduce development and clinical risks
associated with drug development yet still focus on innovative
applications.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated Dec. 27, 2024, citing that the Company has suffered
recurring losses and has a working capital deficit as of Sept. 30,
2024. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
CLAROS MORTGAGE: Inks $214.4M Repurchase Deal With JPMorgan
-----------------------------------------------------------
Claros Mortgage Trust, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
and CMTG JNP Finance LLC, a wholly-owned subsidiary of the Company,
entered into that certain Uncommitted Master Repurchase Agreement
with JPMorgan Chase Bank, N.A.
The Agreement establishes a repurchase facility with a maximum
facility amount of $214.4 million.
The Facility is fully recourse to the Company and matures on March
31, 2028, but is extendable to March 31, 2030, subject to the
satisfaction of certain conditions. Advances under the Facility
accrue interest at a rate equal to one-month SOFR plus a specified
spread related to each asset financed.
About Claros Mortgage Trust Inc.
CMTG -- https://www.clarosmortgage.com/ -- is a real estate
investment trust that is focused primarily on originating senior
and subordinate loans on transitional commercial real estate assets
located in major markets across the U.S. CMTG is externally managed
and advised by Claros REIT Management LP, an affiliate of Mack Real
Estate Credit Strategies, L.P.
* * *
In Feb. 2025, S&P Global Ratings lowered its issuer credit rating
on Claros Mortgage Trust Inc. (CMTG) to 'CCC+' from 'B-'. The
outlook is negative. S&P also lowered its issuer credit rating on
CMTG's senior secured debt to 'CCC+' from 'B-'.
The downgrade follows the company's increased liquidity pressures
and its ongoing asset sales to raise liquidity. CMTG's total
available liquidity further declined to $98 million as of Feb. 17,
2024, from $102 million at year-end 2024 and $238 million as of
year-end 2023. Additionally, the company modified its minimum cash
liquidity covenant related to its secured funding to 3% of total
recourse indebtedness (from 5% of total recourse indebtedness) for
the first two quarters of 2025.
CLEM INVESTMENTS: Unsecureds to Split $76K via Quarterly Payments
-----------------------------------------------------------------
Clem Investments I, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated March
20, 2025.
The Debtor was formed on July 12, 2021. The Debtor operates as a
"Raining Berries" restaurant franchise since December 2022. Raining
Berries is a quick service restaurant featuring acai bowls, artisan
coffees and teas, juices and kombucha.
The Debtor's business is located in Tampa, Florida. As of the
Petition Date, the Debtor operates from its leased business
location at 5661 E. Fowler Avenue, Temple Terrace FL 33844.
Post-petition, the Debtor moved to reject its Franchise Agreement
with Raining Berries. The Debtor intends to reject the franchise
agreement, de-identify from the Raining Berries franchise, and
operate an independent café from the same location. The Debtor's
Plan will be funded through the current and future income earned by
the Debtor from its restaurant.
The Plan under Chapter 11 of the Bankruptcy Code proposes to pay
creditors of the Debtor from the Debtor’s current and future
earnings.
This Plan provides for one the payment of unclassified priority
claims; one class of secured claims; one class of general unsecured
claims; and class of equity security holders. Unsecured creditors
holding allowed claims will receive a pro-rata share of their
allowed claim payable over five years. This Plan also provides for
the payment of administrative and priority claims under the terms
to the extent permitted by the Code or by agreement between the
Debtor and the claimant.
Class 2 consists of General Unsecured Creditors. The Debtor will
pay its projected net disposable income for the period described in
Section 1191(c)(2) of the Bankruptcy Code to claimants in this
class with allowed claims. The Debtor presently projects this
amount to be approximately $76,000. Creditors in this class will
receive a pro rata distribution of their claim, without interest,
in twenty equal quarterly distributions, with payments commencing
on the date that is the first day of the calendar quarter following
the Effective Date of Confirmation provided that date is at least
thirty days from the Effective Date of the Plan.
Promissory notes will be issued to each creditor in this class with
allowed claims to evidence payments, which promissory notes shall
be enforceable in any Court of Competent Jurisdiction. The amount
of the distribution will be considered final thirty-one days the
entry of the Confirmation Order, unless there is an objection to
claim pending at that time, in which the distribution shall be
final upon the entry of a final, non-appealable order on the
objection to claim.
Class 3 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor postconfirmation. No
distributions will be made to equity until such time as all
payments in Class 2 have been made.
Ian Clementson and Louisiana Clementson will continue to manage the
Debtor postconfirmation. The Plan will be funded by the continued
operations of the Debtor under its new business model as an
independent café.
A full-text copy of the Plan of Reorganization dated March 20, 2025
is available at https://urlcurt.com/u?l=tyU1f5 from
PacerMonitor.com at no charge.
About Clem Investments I
Clem Investments I, LLC operates as a "Raining Berries" restaurant
franchise since December 2022.
The Debtor filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-07492) on Dec. 20, 2024. In its petition, the Debtor reported
assets between $50,000 and $100,000 and liabilities between
$500,000 and $1 million.
Judge Roberta A. Colton handles the case.
The Debtor is represented by:
Buddy D Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Email: buddy@tampaesq.com
All@tampaesq.com
CLR ADMIN: Seeks to Tap Berkeley Law Arbitration Litigation Counsel
-------------------------------------------------------------------
CLR Admin Services, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Berkeley Law,
PA as special arbitration litigation counsel.
The firm will assist the Debtor in working with law enforcement
concerning an employee theft matter, as well as filing a demand for
arbitration for its claims against Marius St. Gerard, with the
American Arbitration Association.
The firm's counsel will be paid at these hourly rates:
Partners $350
Associates $295
In addition, the firm will seek reimbursement for expenses
incurred.
Lorne Berkeley, Esq., an attorney at Berkeley Law, 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:
Lorne E. Berkeley, Esq.
Berkeley Law, P.A.
10600 Griffin Road, Suite 104
Cooper City, FL 33328
Telephone: (954) 719-3484
Email: lorne@berkeleylawfl.com
About CLR Admin Services
CLR Admin Services, LLC, offers advertising, public relations, and
related services, filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-16135) on June 20, 2024. In the petition signed by Darren
Silverman, manager, the Debtor disclosed up to $50,000 in assets
and up to $10 million in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Wernick Law PLLC as bankruptcy counsel and
McDonald Hopkins, LLC and Berkeley Law, PA as special counsel.
COGENT BAY: Seeks Approval to Hire 3N Realty Advisors as Broker
---------------------------------------------------------------
Cogent Bay, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ 3N Realty Advisors as
its broker.
The Debtor needs a broker to sell its properties located at:
(a) 6721 Snake Road, Oakland; and
(b) 2805 Park Blvd., Oakland.
The broker will not seek any commission fee from these
transactions.
David Sowels, a broker at 3N Realty Advisors, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Sowels
3N Realty Advisors
2401 A Waterman Blvd., PMB 143
Fairfield, CA 94534
Telephone: (707) 424-6030
About Cogent Bay Inc.
Cogent Bay Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
25-40011) on January 6, 2025, listing $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The petition was
signed by David C. Sowels in his capacity as president.
Noel Christopher Knight, Esq. at The Knight Law Group represents
the Debtor as counsel.
COLUMBUS MCKINNON: Egan-Jones Retains BB- Sr. Unsec. Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on April 7, 2025, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Columbus McKinnon Corporation of New York. EJR also
withdrew rating on commercial paper issued by the Company.
Headquartered in New York, Columbus McKinnon Corporation of New
York designs, manufactures, and distributes a variety of material
handling, lifting, and positioning products.
COMMSCOPE HOLDING: Carlyle Entities Hold 17.3% Equity Stake
-----------------------------------------------------------
The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle
Holdings I L.P., Carlyle Holdings I Sub L.L.C., Carlyle Partners
VII S1 Holdings, L.P., TC Group, L.L.C., TC Group VII S1, L.P., and
CG Subsidiary Holdings L.L.C. disclosed in a Schedule 13D
(Amendment No. 3) filed with the U.S. Securities and Exchange
Commission that as of March 31, 2025, they beneficially owned a
total of 45,243,696 shares of CommScope Holding Company, Inc.'s
Common Stock, representing 17.3% of the 261,800,844 outstanding
shares.
The Carlyle Group Inc. may be reached through
Jeffrey Ferguson
1001 Pennsylvania Avenue, NW, Suite 220
South Washington, DC, 20004
Tel: (202) 729-5626
A full-text copy of Carlyle Group's SEC report is available at:
https://tinyurl.com/3dd7ynpw
About CommScope Holding
Headquartered in Hickory, North Carolina, CommScope Holding
Company, Inc. -- https://www.commscope.com -- is a global provider
of infrastructure solutions for communication, data center, and
entertainment networks. The Company's solutions for wired and
wireless networks enable service providers, including cable,
telephone, and digital broadcast satellite operators, as well as
media programmers, to deliver media, voice, Internet Protocol (IP)
data services, and Wi-Fi to their subscribers. This allows
enterprises to experience constant wireless and wired connectivity
across complex and varied networking environments.
As of Dec. 31, 2024, CommScope Holding Company had $8.75 billion in
total assets, $10.98 billion in total liabilities, $1.23 billion in
series A convertible preferred stock, and a total stockholders'
deficit of $3.46 billion.
* * *
S&P Global Ratings raised its Company credit rating on CommScope
Holding Co. Inc. to 'CCC+' from 'CCC' and removed all its ratings
on the company from CreditWatch, where S&P placed them with
positive implications on Dec. 23, 2024, as reported by the TCR on
Feb. 14, 2025. S&P said, "The stable outlook reflects our
expectation for reduced default risk over the next 12 months due to
the company's recent debt paydown and refinancing and improving
credit metrics."
In March 2025, Moody's Ratings upgraded CommScope Holding Company,
Inc.'s ratings including the corporate family rating to Caa1 from
Caa2 and the probability of default rating to Caa1-PD from Caa3-PD.
CommScope's speculative grade liquidity (SGL) rating was upgraded
to SGL-3 from SGL-4. The new backed senior secured term loan and
backed senior secured notes issued in December 2024 at CommScope's
subsidiary, CommScope, LLC. were assigned a B3 rating and the
existing secured notes were confirmed at B3. The existing senior
unsecured notes at CommScope, LLC and CommScope Technologies LLC
were upgraded to Caa3 from Ca. The B3 rating on the backed senior
secured term loan due 2026 was withdrawn. The outlook is stable,
previously the ratings were on review for upgrade. These actions
conclude the review for upgrade that was initiated on January 8,
2025.
The ratings upgrade reflects the refinancing of debt due in 2025
and 2026 with a combination of about $2.1 billion in assets sale
proceeds and $4.15 billion in new secured debt as well as Moody's
expectations for a significant improvement in operating performance
that will lead to a reduction in leverage levels well below 9x in
2025. The ratings are constrained by the existing high pro forma
leverage (over 10x as of Q4 2024, including Moody's standard lease
adjustments) and the significant amount of debt due in 2027 ($1.6
billion as of Q4 2024).
CONTROLADORA DOLPHIN: Seeks Chapter 11 Bankruptcy in Delaware
-------------------------------------------------------------
On April 16, 2025, Controladora Dolphin, S.A. de C.V. filed
Chapter 11 protection in the U.S. Bankruptcy Court for
the District of Delaware. According to court filing, the
Debtor reports between $100 million and $500 million in
debt owed to 200 and 999 creditors. The petition states funds will
be available to unsecured creditors.
About Controladora Dolphin, S.A. de C.V.
Controladora Dolphin, S.A. de C.V. operates as a holding company
specializing in marine life interaction parks under the Dolphin
Discovery brand. Headquartered in Cancun, Mexico, the Company
manages parks across Mexico, the Caribbean, the United States, and
Italy. It offers various tourist experiences, including dolphin
swims and educational marine programs.
Controladora Dolphin, S.A. de C.V. sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10715)
on April 16, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $100 million and $500 million each.
Honorable Bankruptcy Judge Laurie Selber Silverstein handles the
case.
The Debtor is represented by Robert S. Brady, Esq. at YOUNG CONAWAY
STARGATT & TAYLOR, LLP.
COSMOS GROUP: Tan Tee Soo Resigns as Director
---------------------------------------------
Cosmos Group Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that Tan Tee Soo
resigned from his positions as Director effective September 27,
2024.
The departure of Tan Tee Soo from his positions with the Company
was for personal reasons and not due to any disagreement with the
Company on any matter related to the Company's operations, policies
or practices. Tan Tee Soo continues to hold approximately 0.044%
shares of the issued and outstanding shares of the Company's common
stock.
About Cosmos Group
Cosmos Group Holdings Inc. is a Nevada holding company with
operations conducted through its subsidiaries based in Singapore
and Hong Kong. The Company, through its subsidiaries, is engaged in
two business segments: (i) the physical arts and collectibles
business, and (ii) the financing/money lending business.
Lagos, Nigeria-based Lateef Awojobi - Lao Professionals, the
Company's auditor since 2025, issued a "going concern"
qualification in its report dated Apr. 15, 2025, attached to the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2024, citing that the Company suffered an accumulated deficit of
$(200,755,594). These matters raise substantial doubt about the
Company's ability to continue as a going concern.
As of September 30, 2024, Cosmos Group Holdings had $33,320,410 in
total assets, $84,109,621 in total liabilities, and $50,789,211 in
total stockholders' deficit.
COSMOS HEALTH: Director Demetrios Demetriades Holds 20K shares
--------------------------------------------------------------
Demetrios G. Demetriades, Director at Cosmos Health Inc., disclosed
in a Form 3 filed with the U.S. Securities and Exchange Commission
that as of April 4, 2025, he beneficially owned 20,000 shares of
Cosmos Health Inc.'s Common Stock, $.001 par value per share, held
directly.
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories
S.A., which is licensed under European Good Manufacturing Practices
(GMP) and certified by the European Medicines Agency, it
manufactures pharmaceuticals, food supplements, cosmetics,
biocides, and medical devices within the European Union.
Cosmos Health also distributes a broad line of pharmaceuticals and
parapharmaceuticals, including branded generics and OTC
medications, to retail pharmacies and wholesale distributors
through its subsidiaries in Greece and the UK. Furthermore, the
Company has established R&D partnerships targeting major health
disorders such as obesity, diabetes, and cancer, enhanced by
artificial intelligence drug repurposing technologies. It focuses
on the R&D of novel patented nutraceuticals, specialized root
extracts, proprietary complex generics, and innovative OTC
products. Additionally, Cosmos Health has entered the telehealth
space through the acquisition of ZipDoctor, Inc., based in Texas,
USA. With a global distribution platform, the Company is currently
expanding throughout Europe, Asia, and North America, with offices
and distribution centers in Thessaloniki and Athens, Greece, and in
Harlow, UK.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated August
5, 2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
As of September 30, 2024, Cosmos Health had $64,519,982 in total
assets, $29,543,383 in total liabilities, and $34,976,599 in total
stockholders' equity.
COST LESS: Unsecured Creditors to Split $192K over 5 Years
----------------------------------------------------------
Cost Less Distributing, Inc., submitted a First Amended Plan of
Reorganization under Subchapter V dated March 21, 2025.
The Debtor has improved its business no longer aggressively
discounting its prices and securing large new customers for more
stable sales. It has also found new suppliers offering better cost
structures.
Cost Less Distributing, Inc.'s financial projections have been
revised to address the U.S. Trustee's objection and show that the
Debtor will have projected disposable income of approximately
$25,000.00 per month initially. Debtor would also note that the
principals – Timothy Green and Matthew Ovadek – work fulltime
in the business and are being paid relatively modest salaries, but
have historically and will continue prioritize paying Cost Less's
operating expenses and plan obligations over the Debtor's
obligations to its principals.
The final Plan payment is expected to be paid on or about May 31,
2029 (the date may vary based on the date of confirmation, but in
any case will be 60 months following the initial payment which date
is based on the date of confirmation). These projections are based
on Debtor's principals' experience with operating the business both
prior to and during the pendency of the filing. Debtor will
acknowledge that the projections do not precisely align with the
proposed payments and in some cases exceed or are less than those
payments, but Debtor notes that future performance in business is
always subject to unforeseeable factors and contingencies.
This Plan proposes to pay Creditors of Cost Less Distributing, Inc.
from the Debtor's cash flow from operations and future income.
Class IV shall consist of partially or wholly unsecured claims.
Each Holder of Class IV Claims shall receive a Pro Rata
distribution attributable to its Allowed General Unsecured Claim
based on monthly payments each year by the Debtor from the Debtor's
Projected Disposable Income for a period of 5 years. The first
payment shall be the first day of the month not less than 60 days
after the Effective Date. Such payments shall continue to be made
monthly on the first day of each calendar quarter thereafter for a
period of 5 years from the first payment.
The payments herein are reduced both based on the feasibility
concerns raised by the United States Trustee and the potential that
Kay Financial's payment may increase. For the initial 24 months of
payments each monthly plan payment shall total $1,000.00. For the
next 24 months, the monthly payments shall increase to $3,000.00.
Finally, during last 12 months of the plan, the monthly payments
shall be $8,000.00 per month. This will result in a total, gross
payment to unsecured creditors of $192,000.00 This Class is
Impaired.
Cost Less Distributing, Inc. shall be responsible for satisfying
the Allowed Claims in accordance with the terms and provisions of
this Plan. The Reorganized Debtor Cost Less Distributing, Inc. will
retain control of and be responsible for all of Debtor's activities
pursuant to this Plan after the Effective Date. Funding for the
administration of the bankruptcy estates and of this Plan and for
the actions necessary shall come from funds on hand.
A full-text copy of the First Amended Plan dated March 21, 2025 is
available at https://urlcurt.com/u?l=veLFTF from PacerMonitor.com
at no charge.
The Debtor's Counsel:
Peter T. Mooney, Esq.
SIMEN, FIGURA & PARKER, PLC
5206 Gateway Centre #200
Flint, MI 48507
Tel: (810) 235-9000
E-mail: pmooney@sfplaw.com
About Cost Less Distributing
Cost Less Distributing Inc. is a family-owned company in the pet
treat and pet food industry. In addition to its pet treat program,
the company now offers cell phone charger cable, Cooper Street
cookies for humans, and will soon introduce its own small batch,
gourmet popcorn.
Cost Less Distributing sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No.
24-31912) on October 7, 2024, with up to $50,000 in assets and up
to $10 million in liabilities. Matthew Ovadek, vice president,
signed the petition.
Judge Joel D. Applebaum oversees the case.
The Debtor is represented by Peter T. Mooney, Esq., at Simen,
Figura & Parker, PLC.
CREATIVEMASS HOLDINGS: Hires Stretto as Claims and Noticing Agent
-----------------------------------------------------------------
Creativemass Holdings, Inc. and Creativemass Enterprises US LLC
seek approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Stretto, Inc. as claims and noticing agent.
Stretto will oversee the distribution of notices and will assist in
the maintenance, processing, and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The firm will seek reimbursement for expenses incurred.
Prior to the Petition Date, the Debtors provided Stretto an advance
in the amount of $25,000.
Sheryl Betance, a senior managing director at Stretto, 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:
Sheryl Betance
Stretto Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Creativemass Holdings
On April 14, 2025, Creativemass Holdings, Inc. and Creativemass
Enterprises US LLC each filed a voluntary petition for relief under
Chapter 11, Subchapter V of the United States Bankruptcy Code.
The Debtors' cases are pending joint administration before the
United States Bankruptcy Court for the District of Delaware before
the Honorable Mary F. Walrath.
Prior to the Petition Date, the Company commenced solicitation of
votes on its proposed Chapter 11 Plan in accordance with Sections
1125(g) and 1126(b) of the Bankruptcy Code.
The Debtors tapped Pashman Stein Walder Hayden, P.C., as bankruptcy
counsel, and Novo Advisors, LLC, as financial advisor. Stretto is
the claims agent.
CYTOSORBENTS CORP: Extends Series B Warrant Expiration to June 10
-----------------------------------------------------------------
CytoSorbents Corporation announced the extension of the expiration
date of the Series B Right Warrants issued in the Company's Rights
Offering in January 2025. The Series B Warrants were previously
scheduled to expire on April 10, 2025, and will now expire on June
10, 2025, instead.
The Series B Right Warrants are exercisable commencing on their
date of issuance at an exercise price equal to 90% of the 5-day
volume weighted average price of our common stock over the last
5-trading days prior to the expiration date of the Series B Right
Warrants on June 10, 2025, rounded down to the nearest whole cent
but (x) not lower than $2.00 and (y) not higher than $4.00.
Exercise of the Series B Right Warrants requires additional
investment separate from the exercise of subscription rights in the
Rights Offering. Approximately 4.8 million shares of common stock
remain reserved for exercise of the Series B Right Warrants, after
which any remaining unexercised Series B Right Warrants will
immediately expire worthless. Instructions to exercise the Series B
Right Warrants will be fulfilled in the order they are received.
Holders of the Series B Right Warrants are required to provide the
maximum price of the Right Warrant of $4.00 to exercise their
warrant and will be refunded the difference based on the final
Series B Right Warrant exercise price.
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 Mar. 31, 2025, attached to the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2024, citing that the Company has suffered recurring losses from
operations, has experienced cash used in operations, and has an
accumulated deficit, which raise substantial doubt about its
ability to continue as a going concern.
DANPOWER64 LLC: Case Summary & Three Unsecured Creditors
--------------------------------------------------------
Debtor: DanPower64 LLC
6 Verona Street
Salem, MA 01970
Business Description: DanPower64 LLC is classified as a single-
asset real estate debtor under 11 U.S.C.
Section 101(51B), with its primary property
situated at 197 Harve Street, Boston, MA
02128.
Chapter 11 Petition Date: April 21, 2025
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 25-10790
Debtor's Counsel: Kate E. Nicholson, Esq.
NICHOLSON DEVINE LLC
21 Bishop Allen Dr.
Cambridge, MA 02139
Tel: 857-600-0508
Fax: 617-812-0405
Email: kate@nicholsondevine.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
Donato J. Dandreo III, in his role as manager, affixed his
signature to the petition.
A full-text copy of the petition, which includes a list of the
Debtor's three unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/FOAAY4A/DanPower64_LLC__mabke-25-10790__0001.0.pdf?mcid=tGE4TAMA
DATAVAULT AI: Expects 2026 Full Year Revenue Up to $50 Million
--------------------------------------------------------------
Datavault AI, Inc. has set a revenue goal of $40 million to $50
million for 2026 and issued a Letter to Shareholders, highlighting
its advancements and strategic initiatives that are shaping the
Company's trajectory. In support of its growth plans, the company
has executed agreements to secure $15 million in convertible debt
financing. Additionally, Datavault AI will host a business update
conference call on April 3, 2025, at 11:00 AM ET, to discuss its
key developments.
Senior Secured Convertible Notes:
The Company entered into a Senior Secured Convertible Note
financing agreement, with expected total gross proceeds of $15
million after original issue discount of 10%, to be received in two
closings. The initial close for $5 million is expected this week;
the second close for $10 million is expected to occur 20 calendar
days after the filing of a definitive information statement with
the SEC disclosing receipt of written consent by the Company's
stockholders approving the financing.
"Datavault AI is redefining the landscape of data monetization and
valuation, and our 2025 momentum is a testament to our vision,"
said Nathaniel T. Bradley, CEO of Datavault AI Inc. "The financing
will support the planned closing of certain assets from
CompuSystems Inc. (CSI) as well as the future expansion of our
intellectual property portfolio management across both our acoustic
and data science portfolios.
"Our Web 3.0 solutions are gaining market traction, and we are
delivering technical capabilities to customers that enable them to
transform trusted data into reliable and measurable revenue
streams. We tackle technical and business challenges through
innovation, and our marketing and business development teams are
dedicated to educating decision-makers and increasing both the
scope and scale of our future contracting activities across key
sectors to deliver passive, residual, high-margin, and highly
scalable revenue opportunities for Datavault AI. These and other
initiatives are driving our business and excite me to introduce our
full-year 2026 revenue target of $40 million to $50 million."
Letter to Shareholders:
"As we navigate the early months of 2025, Datavault AI Inc.
continues to forge ahead with strategic precision, solidifying our
leadership in the Web 3.0 era. Our unwavering commitment to
innovation, partnerships, and intellectual property expansion has
positioned us as a trailblazer in the data monetization space. With
a clear mission to transform data into a high-value asset, we have
achieved significant milestones that underscore our momentum.
Pioneering Innovation at CES 2025:
Kicking off the year at CES 2025 in Las Vegas, our innovative
technologies captured widespread recognition. Forbes highlighted
Datavault AI as a major event standout, spotlighting the unveiling
of the Twinstitute--an industry-first digital twin facility
adjacent to the Wynn and Encore resorts. Powered by our patented
Data Vault and ADIO solutions, this innovation bridges the physical
and digital worlds, offering transformative applications in
personalized fan engagement and next-generation training systems.
Our technology's potential to redefine digital content monetization
was further validated by industry leaders, reinforcing our position
at the forefront of Web 3.0 advancements, which includes
foundational patents in blockchain, AI, and acoustic sciences.
Strategic Alliances Accelerating Growth:
Our momentum continued with an alliance announced on March 17,
2025, with NYIAX, a pioneer in transparent trading technology built
on Nasdaq's financial framework. This multi-year commercial and IP
partnership:
* Integrates our patented Information Data Exchange (IDE) and
Data Vault platform with NYIAX's blockchain exchange capabilities;
* Enables businesses worldwide to list, price, and trade data
assets with unprecedented efficiency and security; and
* Positions us to capture a share of the projected $700
billion data monetization market in 2025¹.
In addition, we furthered this strategic relationship in a
licensing agreement with NYIAX that integrates Datavault AI's
patented ADIO technology into NYIAX's cutting-edge advertising
exchange, creating one of the world's first fully functional
ultrasonic advertising platforms.
On March 24, 2025, we announced our inclusion in IBM's prestigious
Partner Plus program:
* Becoming one of IBM's 500 global partners; and
* Enabling us to further leverage our integration with CLEAR's
identity platform with IBM watsonx™.
Both of these collaborations utilize our AI-driven
agents--DataValue, DataScore, and Data Vault Bank--and enhance
these ecosystems by providing real-time valuation and liquidity
management, AI-powered financial modeling and tokenization,
ensuring seamless integration and maximized returns for businesses
leveraging our technology.
Strengthening Our Competitive Edge:
Building on our acquisition of Data Vault Holdings' assets in
December 2024 and our subsequent rebranding to Datavault AI Inc. in
February 2025, we now possess an extensive patent portfolio that
spans:
* AI-driven monetization;
* Web 3.0 data management; and
* Immersive audio technologies.
Our commitment to leveraging these assets extends across biotech,
fintech, healthcare, and sports & entertainment sectors, which we
expect will open up significant new revenue streams.
For example, an important milestone in reinforcing our industry
leadership was our recent licensing agreement with Dolby
Laboratories. This partnership integrates Dolby's renowned audio
expertise with our WiSA technologies, unlocking new revenue streams
in immersive entertainment while enhancing the value of our Data
Vault and ADIO technology stacks. This agreement not only validates
the commercial potential of our innovations but also expands our
footprint in high-growth markets, and is expected to drive
immediate and long-term value for shareholders.
Defending Our Intellectual Property:
A core tenet of our strategy is protecting the proprietary
innovations that differentiate Datavault AI. In 2024, we secured a
significant victory by settling an intellectual property dispute
with Intercontinental Exchange Inc. (The ICE), reinforcing our
commitment to safeguarding our IP assets. In consultation with
third party legal and technology experts, we have identified
additional instances of unauthorized use of our patented
technologies and have engaged elite legal and financial partners,
including Fish & Richardson (https://www.fr.com), Greenberg Traurig
LLP (https://www.gtlaw.com), and Houlihan Lokey
(https://www.hl.com), to lead our comprehensive licensing strategy.
This team will drive this initiative while our in-house team
focuses on executing crucial commercial business plans. Legal
enforcement carries substantial financial implications, and we are
confident our strategy to uphold our intellectual property rights
will be successful and ultimately contribute capital and revenue to
support our ambitious roadmap.
The Road Ahead:
As we stand at the dawn of a new era where data is more than just
an asset--it is a currency of power--our vision remains clear.
Datavault AI is poised to lead the future of data monetization
through relentless innovation, strategic partnerships, and an
unwavering commitment to shareholder value. With our robust IP
portfolio, cutting-edge technology, and forward-thinking
leadership, we are well-positioned to capture new opportunities and
drive sustainable growth.
Your trust fuels our journey, and we remain dedicated to delivering
customer-centric results with precision, integrity, and vision for
what will deliver future successes and the impact Datavault AI will
ultimately create."
Yours in service,
Nathaniel T. Bradley - Chief Executive Officer
About Datavault AI
Datavault AI Inc. (f/k/a WiSA Technologies, Inc.) --
www.wisatechnologies.com -- develops and markets spatial audio
wireless technology for smart devices and home entertainment
systems. The Company's WiSA Association collaborates with consumer
electronics companies, technology providers, retailers, and
industry partners to promote high-quality spatial audio
experiences. WiSA E is the Company's proprietary technology for
seamless integration across platforms and devices.
San Jose, California-based BPM LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company's recurring losses from
operations, a net capital deficiency, available cash, and cash used
in operations as factors raising substantial doubt about its
ability to continue as a going concern.
As of Sept. 30, 2024, Datavault AI had $8.02 million in total
assets, $3.72 million in total liabilities, and $4.30 million in
total stockholders' equity.
DAYTON DEVELOPMENT: Seeks Chapter 11 Bankruptcy in Ohio
-------------------------------------------------------
On April 18, 2025, Dayton Development Partners LLC filed Chapter
11 protection in the U.S. Bankruptcy Court for the Southern
District of Ohio. According to court filing, the
Debtor reports $7,997,257 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About Dayton Development Partners LLC
Dayton Development Partners LLC is a single-asset real estate
debtor, as defined in 11 U.S.C. Section 101(51B). It owns the
property located at 2210 Arbor Boulevard, Dayton, Ohio 45439, which
is currently valued at $8.5 million.
Dayton Development Partners LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 25-30699)
on April 2, 2025. In its petition, the Debtor reports total assets
of $8,600,000 and total liabilities of $7,997,257.
Honorable Bankruptcy Judge Guy R. Humphrey handles the case.
The Debtor is represented by Eric W. Goering, Esq. at GOERING &
GOERING.
DEIJH INC: Seeks to Hire Raymond W. Verdi Jr. as Legal Counsel
--------------------------------------------------------------
DEIJH, Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ The Law Office of Raymond W.
Verdi, Jr., Esq. as counsel.
The firm will provide these services:
(a) assist the Debtor in preparing and filing schedules
statements, monthly financial statements, and other necessary and
appropriate documents;
(b) prepare and file, on behalf of the Debtor, all motions,
applications, documents in connections with adversary proceedings,
and proposed orders or other legal papers;
(c) appear at all appropriate meetings and before any
appropriate forum in order to represent and protect the interests
of the Debtor and the estate herein;
(d) explain to the Debtor its responsibilities in a case under
Chapter 11, and ensure insofar as practicable that it complies with
its responsibilities;
(e) represent the Debtor in its negotiations with secured and
unsecured creditors, and committees who may be appointed in the
case;
(f) assist the Debtor in formulating a plan of reorganization
and disclosure statement; and
(g) perform such other further legal services for the Debtor
which may be necessary herein.
The firm will be paid at these hourly rates:
Members $450
Paralegals/Legal Assistants $125
The firm received a retainer of $5,000 from the Debtor.
Raymond Verdi, Jr., Esq., an attorney at the firm, 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:
Raymond W. Verdi, Jr., Esq.
The Law Office of Raymond W. Verdi, Jr., Esq.
178 East Main Street
Patchogue, NY 11772
Telephone: (516) 380-9064
About DEIJH Inc.
DEIJH, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 25-71145) on March 25, 2025, liting
under $1 million in both assets and liabilities.
Judge Louis A. Scarcella oversees the case.
The Debtor is represented by the Law Office of Raymond W. Verdi,
Jr., Esq.
DEL MONTE: S&P Rates Incremental First-Out Term Loan 'CCC+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '2'
recovery rating to Del Monte Foods Corp. II Inc.'s (guaranteed by
Del Monte Foods Inc. [DMFI]) $122 million incremental first-out
term loan due 2028. The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%; rounded estimate: 70%)
recovery for debtholders in the event of a payment default. The
company used the proceeds from this non-fungible add-on to repay
DMFI's $102.2 million term loan and pay associated fees and
expenses as part of the settlement of the outstanding litigation
filed by a representative of a group of its lenders alleging
certain defaults and events of default under the 2022 term loan
agreement. S&P plans to withdraw its 'CC' issue-level rating on the
term loan.
S&P said, "At the same time, we lowered our issue-level rating on
the existing $271 million first-out term loan due 2028 to 'CCC+'
from 'B-' and revised the recovery rating to '2' from '1'. The '2'
recovery rating indicates our expectation for substantial (70%-90%;
rounded estimate: 70%) recovery. We also lowered our issue-level
rating on the company's $470 million second-out term loan due 2028
to 'CC' from 'CCC-' and revised the recovery rating to '6' from
'5'. The '6' recovery rating indicates our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery. The recovery
rating revisions reflect the increase in the amount of senior
secured debt in the capital structure following the upsizing of the
first-out term loan, which dilutes the recovery prospects for the
first- and second-out lenders."
DMFI’s parent, Del Monte Pacific Ltd. (DMPL), has an option to
provide it with incremental capital, either in the form of equity
or a subordinated loan or a combination of both, by May 5, 2025.
The company is required to use all of the incremental capital
provided by DMPL under this arrangement to repay the new
incremental first-out term loan on a pro rata basis. If DMPL does
not provide a contribution by the set date, DMFI's lenders would be
able to make changes to its board of directors and DMPL will give
up some of its equity stake in the company.
S&P said, "Our 'CCC' issuer credit rating and negative outlook on
DMFI and our 'CC' issue-level rating and '6' recovery rating on the
existing $134.9 million third-out term loan due 2028 are
unaffected. While the transaction is largely leverage neutral, we
estimate it will increase the company’s interest expense by about
$4 million annually. Therefore, we view the transaction as modestly
credit negative because it will depress DMFI’s free operating
cash flow (FOCF) generation. Moreover, given the negative effect on
its existing lenders' recovery prospects, the potential for a
distressed exchange could increase, which would lead to further
ratings pressure, especially considering the depressed trading
prices of its debt."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
Following the transaction, the company capital structure comprises
a $550 million asset-based lending (ABL) revolver due September
2027 ($290 million outstanding as of Jan. 28, 2025, not rated), a
$271 million first-out term loan due August 2028, a $122 million
incremental first-out term loan due August 2028, a $470 million
second-out term loan due August 2028, and a $135 million third-out
term loan due August 2028.
Simulated default scenario
-- The borrower under the ABL and the super-priority term loan
facility (comprising the first-, second-, and third-out term loans)
is Del Monte Foods Corp. II. The guarantors of both the ABL and the
term loan include DM Intermediate II Corp. and all existing and
future material domestic subsidiaries of the borrower. The ABL
facility is secured by a first-priority lien on the borrower's and
guarantors' working capital assets (the ABL collateral). The term
loans are secured by a permitted first-priority lien on all the
borrower's and guarantors' assets that are not ABL collateral and a
second-priority lien on the ABL collateral.
-- S&P said, "DMFI is a U.S.-based corporation headquartered in
Walnut Creek, Calif. In the event of insolvency proceedings, we
anticipate the company would file for bankruptcy protection under
the auspices of the U.S. federal bankruptcy court system. We
believe its creditors would receive the maximum recovery in a
payment default scenario if DMFI reorganized rather than
liquidated. Therefore, in evaluating the recovery prospects for its
debtholders, we assume the company continues as a going concern and
arrive at our emergence enterprise value by applying a multiple to
our assumed emergence EBITDA."
-- S&P said, "Our simulated default scenario assumes a default in
2026 because DMFI's liquidity is strained by weak sales, lower
profitability, and suboptimal working capital management due to
weak demand stemming from a shift in consumer preferences. These
factors hamper the company's margins and cash flow, rendering it
unable to meet its fixed charges. We make a negative 10%
operational adjustment to bring the emergence EBITDA in-line with
our expectations of EBITDA generation in a hypothetical default
scenario. We estimate a gross enterprise valuation of $722 million
assuming a 6x EBITDA multiple. This multiple is in the range of
multiples we use for some of the company's peers."
-- Debt service assumption: $108.1 million (assumed default-year
interest)
-- Minimum capital expenditure assumption: $25.6 million
-- Operational adjustment: $13.3 million (-10%)
Simplified waterfall
-- Emergence EBITDA: $120.4 million
-- Multiple: 6x
-- Gross recovery value: $722.2 million
-- Net recovery value for waterfall after administrative expenses
(5%): $686.1 million
-- Obligor/nonobligor valuation split: 100%/0%
-- Collateral value available to priority debt: $686.1 million
-- Estimated priority claims (assumed ABL outstandings): $396.6
million
-- Value available to first out term loan: $289.6 million
-- Estimated first-out claims: $408.6 million
--Recovery expectations for first-out debt: 70%-90% (rounded
estimate: 70%)
-- Value available to second out debt: $0 million
-- Estimated second-out claims: $477.1 million
--Recovery expectations for second-out debt: 0%-10% (rounded
estimate: 0%)
-- Value available to third-out debt: $0
-- Estimated third-out claims: $140.7 million
--Recovery expectations for third-out debt: 0%-10% (rounded
estimate: 0%)
DIOCESE OF NEW ORLEANS: Gainsburgh Represents Unsecured Creditors
-----------------------------------------------------------------
The law firm of Gainsburgh, Benjamin, David, Meunier & Warshauer,
L.L.C. filed a verified statement pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure to disclose that in the
Chapter 11 case of The Roman Catholic Church of the Archdiocese of
New Orleans, the firm represents multiple unsecured creditors.
In connection with Archdiocese's bankruptcy case, Gainsburgh
Benjamin was retained to represent Jane Doe and John Doe,
plaintiffs in the prepetition suit filed in Orleans Parish Civil
District Court Case No. 2019-11521 ("CDC #19-11521 Plaintiffs"),
sexual abuse survivor claimant who, for privacy reasons, is
referred to as "B.L.," sexual abuse survivor claimant who, for
privacy reasons, is referred to as "R.M.," sexual abuse survivor
claimant who, for privacy reasons, is referred to as "E.C.," and
sexual abuse survivor claimant who, for privacy reasons, is
referred to as "R.D."
In connection with Archdiocese's bankruptcy case, Gainsburgh
Benjamin was recently retained as additional counsel to represent
the following Plainttiffs: sexual abuse survivor claimant who, for
privacy reasons, is referred to as "E.M.," sexual abuse survivor
claimant who, for privacy reasons, is referred to as "J.S.," sexual
abuse survivor claimant who, for privacy reasons, is referred to as
"J.A.," sexual abuse survivor claimant who, for privacy reasons, is
referred to as "R.P.," and sexual abuse survivor claimant who, for
privacy reasons is referred to as "S.B."
The CDC #19-11521 Plaintiffs, B.L., R.M., E.C., R.D, E.M., J.S.,
J.A., R.P., and S.B. are the only creditors or other parties in
interest in the Archdiocese's bankruptcy for which Gainsburgh
Benjamin is required to file a Verified Statement pursuant to
Federal Rule of Bankruptcy Procedure 2019.
The nature of the CDC #19-11521 Plaintiffs', B.L.'s, R.M.'s, E.C.'s
and R.D.'s economic interests held in relation to the Archdiocese
are as creditors, with the amount of each entities' claim to be
determined.
In addition, the nature of Plaintiffs' E.M.'s, J.S.'s, J.A.'s,
R.P.'s, and S.B.'s economic interests held in relation to the
Archdiocese are as creditors, with the amount of each entities'
claim to be determined.
The law firm can be reached at:
Gerald E. Meunier, Esq.
Brittany R. Wolf-Freedman, Esq.
GAINSBURGH, BENJAMIN, DAVID MEUNIER, & WARSHAUER, L.L.C.
601 Poydras St., Suite2355
New Orleans, Louisiana 70130
Telephone: (504) 522-2304
Email: gmuenier@gainsben.com
bwolf@gainsben.com
About Roman Catholic Church of the
Archdiocese of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans
--https://www.nolacatholic.org/ -- is a non-profit religious
corporation incorporated under the laws of the State of Louisiana.
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in need,
including those affected by hurricanes, floods, natural disasters,
war, civil unrest, plagues, epidemics, and illness. Currently, the
archdiocese's geographic footprint occupies over 4,200 square miles
in southeast Louisiana and includes eight civil parishes:
Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John
the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1,
2020. The archdiocese was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Judge Meredith S. Grabill oversees the case.
Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's
bankruptcy counsel and special counsel, respectively. Donlin,
Recano& Company, Inc., is the claims agent.
The U.S. Trustee for Region 5 appointed an official committee of
unsecured creditors on May 20, 2020. The committee is represented
by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke
Lord, LLP. Berkeley Research Group, LLC is the committee's
financial advisor.
DOS POTRILLOS: Seeks Chapter 11 Bankruptcy in California
--------------------------------------------------------
On April 16, 2025, Dos Potrillos LLC filed Chapter 11 protection
in the U.S. Bankruptcy Court for the Central District of
California. According to court filing, the Debtor reports between
$100,000 and $500,000 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About Dos Potrillos LLC
Dos Potrillos LLC is engaged in the business of leasing real estate
properties.
Dos Potrillos LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-13141) on April 16,
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 Moses S. Bardavid, Esq. at LAW OFFICES
OF MOSES S. BARDAVID.
ECS BRANDS: Taps Kutner Brinen Dickey Riley as Bankruptcy Counsel
-----------------------------------------------------------------
ECS Brands, Ltd. seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Kutner Brinen Dickey Riley, PC
as counsel.
The firm will render these services:
(a) provide the Debtor with legal advice with respect to its
powers and duties;
(b) aid the Debtor in the development of a plan of
reorganization under Chapter 11;
(c) file the necessary petitions, pleadings, reports, and
actions which may be required in the continued administration of
the Debtor's property under Chapter 11;
(d) take necessary actions to enjoin and stay until final
decree herein continuation of pending proceedings and to enjoin and
stay until final decree herein commencement of lien foreclosure
proceedings and all matters; and
(e) perform all other legal services for the Debtor which may
be necessary herein.
The firm's attorneys will be paid at these hourly rates:
Jeffrey Brinen $540
Jonathan Dickey $400
Keri Riley $390
Jenny Fujii $440
In addition, the firm will seek reimbursement for expenses
incurred.
Ms. Fujii 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:
Jenny M. Fujii, Esq.
Kutner Brinen Dickey Riley P.C.
1600 Lincoln Street, Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
Email: jmf@kutnerlaw.com
About ECS Brands
ECS Brands Ltd. is a privately held company specializing in
hemp-derived products. Founded in 2018, ECS Brands focuses on
manufacturing and supplying bulk hemp extracts, white-label
products, and innovative formulations such as water-soluble nano
emulsions.
ECS Brands Ltd. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 25-12101) on April 11,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Thomas B. Mcnamara handles the case.
The Debtor is represented by Jenny M.F. Fujii, Esq., at Kutner
Brinen Dickey Riley PC.
ELO TOUCH: S&P Withdraws 'B' Issuer Credit Rating
-------------------------------------------------
S&P Global Ratings withdrew all its ratings on Elo Touch Solutions
Inc., including its 'B' issuer credit rating and 'B' issue-level
rating and '3' recovery rating on the company's first-lien term
loan and revolving credit facility, at the issuer's request. The
withdrawal is a result of Elo refinancing its debt and repaying
existing obligations associated with its ratings. At the time of
the withdrawal, S&P's outlook on the company was stable.
EMS WAREHOUSING: Unsecureds Will Get 7% of Claims over 3 Years
--------------------------------------------------------------
EMS Warehousing and Distribution, Inc. filed with the U.S.
Bankruptcy Court for the District of Massachusetts a Plan of
Reorganization under Subchapter V dated March 19, 2025.
The Debtor has been in business since 2014 and operates USDA
inspected and GFSI/BRC certified warehouses, primarily specializing
in the storage of food and alcohol products for various
manufacturers.
The Debtor also provides warehousing services for several solar
panel manufacturers. The Debtor's primary warehouse and office is
located at 210 Grove Street, Franklin, MA (the "Franklin
Location").
In May of 2023, the Debtor (as tenant) entered into a commercial
lease agreement with Dowe Realty II, LLC for additional warehouse
space located at 380 Worcester Street, Norton, MA (the "Norton
Location"). By letter dated October 11, 2024, Dowe notified the
Debtor that it was in default of the lease because of its failure
to pay rent and other amounts due under the lease in the
approximate amount of $1,200,000.00.
This bankruptcy case was filed to stop Dowe from seizing the
Debtor's funds, which would have severely disrupted the Debtor's
daily operations and would have caused the Debtor to begin
defaulting on its other ongoing obligations, including its
obligations under the lease for the Franklin Location.
The Plan is intended to allow the Debtor to remain in business and
return to positive cash flow. The Plan contemplates: (i) the full
satisfaction of all Allowed Administrative and Priority Claims; and
(ii) the Debtor's net disposable income to be received in the
sixty-month period following Effective Date of the Plan will be
submitted to payment of a fair dividend to Allowed General
Unsecured Claimants.
Class 2 is comprised of all holders of Allowed general unsecured
claims against the Debtor. Based upon the proofs of claim that have
been filed and the Debtor's Schedules, there is approximately
$4,280,000.00 in Class 2 claims. This figure includes the amount of
$4,257,647.36 as forth in the proof of claim filed by Dowe [Claim
No. 4]. Class 2 is impaired.
As presently filed, Claim No. 4 appears to exceed the amount that
is allowable under section 502(b)(6) of the Code on account of
lease termination damages. In addition, on information and belief,
Dowe has already re-let some or all of the warehouse space formerly
occupied by the Debtor, thereby mitigating its damages.
Accordingly, Claim No. 4 is likely objectionable in large part.
In full and complete settlement, satisfaction and release of all
Allowed Class 2 Claims, each holder of an Allowed Class 2 Claim
shall receive its pro rata share of all of the Debtor's projected
net disposable income over the three-year period following the
Effective Date. Based on the attached Budget, the Debtor projects
that the total distribution to Class 2 Claimants will be
approximately $309,000.00, or approximately seven percent of such
Allowed Class 2 Claims, to be paid in deferred cash payments over a
period of 60 months from the Effective Date, with such deferred
payments to be made in 20 quarterly installments beginning in the
second quarter of 2025.
Class 3 consists of Equity Interests. Equity interest holders of
the Debtor shall receive no distribution under the Plan on account
of such interests, but will retain unaltered the legal, equitable
and contractual rights to which such interests were entitled as of
the Petition Date, except to the extent such interests are altered
under this Plan or the Confirmation Order, or by a prior Bankruptcy
Court Order.
As of the Petition Date, Wayne Edwards was the only equity interest
holder of the Debtor. Mr. Edwards is the President of the Debtor,
will continue in such capacity with respect to the reorganized
Debtor and will continue to receive compensation consistent with
his current compensation and in accordance with the Plan Budget.
Class 3 is unimpaired.
The Plan will be funded from the Debtor's future disposable income.
Upon the Effective Date, the Debtor is authorized to take all
action permitted by law, including, without limitation, to use its
cash and other assets for all purposes provided for in the Plan and
in its business operations, and to borrow funds and to transfer
funds for any legitimate purpose.
A full-text copy of the Subchapter V Plan dated March 19, 2025 is
available at https://urlcurt.com/u?l=WjQc0i from PacerMonitor.com
at no charge.
Counsel to the Debtor:
David B. Madoff, Esq.
Steffani M. Pelton, Esq.
Madoff & Khoury LLP
124 Washington Street
Foxboro, MA 02035
Telephone: (508) 543-0040
Email: madoff@mandkllp.com
About EMS Warehousing and Distribution
EMS Warehousing and Distribution, Inc. has been in business since
2014 and operates USDA inspected and GFSI/BRC certified
warehouses.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 24-41297) on December 19,
2024, with $100,001 to $500,000 in assets and $1 million to $10
million in liabilities.
Judge Elizabeth D. Katz presides over the case.
Steffani M. Pelton, Esq. at Madoff & Khoury LLP represents the
Debtor as legal counsel.
ENDRA LIFE: Registers 178,033 Shares Under 2016 Incentive Plan
--------------------------------------------------------------
ENDRA Life Sciences Inc. filed a Registration Statement on Form S-8
to register an additional 178,033 shares of Common Stock under the
ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan, as amended,
as a result of an evergreen provision in the Plan providing that
the total number of shares of Common Stock reserved for issuance
under the Plan is automatically increased as of each January 1.
These additional shares of Common Stock are securities of the same
class as other securities for which the Registration Statements on
Form S-8 (File Nos. 333-218894, 333-233178, 333-237415, 333-254713,
333-263992, 333-270616 and 333-278346) were filed with the
Securities and Exchange Commission on June 21, 2017, August 9,
2019, March 26, 2020, March 25, 2021, March 30, 2022, March 16,
2023 and March 28, 2024, respectively. In accordance with
Instruction E of Form S-8, the content of the Prior Registration
Statements are incorporated therein by reference and made a part of
this Registration Statement on Form S-8.
A full-text copy of the Registration Statement is available at:
https://tinyurl.com/yp568ejw
About ENDRA Life Sciences
Headquartered in Ann Arbor, MI, ENDRA Life Sciences Inc. --
http://www.endrainc.com/-- is the pioneer of Thermo-Acoustic
Enhanced UltraSound (TAEUS), a ground-breaking technology being
developed to assess tissue fat content and monitor tissue ablation
during minimally invasive procedures, at the point of patient care.
TAEUS is focused on the measurement of fat in the liver as a means
to assess and monitor steatotic liver disease and metabolic
dysfunction-associated steatohepatitis, chronic liver conditions
that affect over two billion people globally, and for which there
are no practical diagnostic tools.
The report of the Company's independent accounting firm, RBSM LLP
contained a "going concern" qualification attached to the Company's
Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing
that the Company has suffered recurring losses from operations,
generated negative cash flows from operating activities, has an
accumulated deficit and has stated that substantial doubt exists
about Company's ability to continue as a going concern.
As of Dec. 31, 2024, ENDRA Life Sciences had $4.45 million in total
assets, $1.89 million in total liabilities, and $2.56 million in
total stockholders' equity.
ENGLOBAL CORP: Darren Spriggs Resigns From Key Roles
----------------------------------------------------
ENGlobal Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Darren W. Spriggs
resigned as Chief Financial Officer, Treasurer, and Corporate
Secretary.
Mr. Spriggs' departure is not a result of any dispute or
disagreement over the Company's accounting principles or practices,
financial statement disclosures, or ethics policy. The Company is
considering candidates to serve as its principal financial and
accounting officer.
About ENGlobal Corporation
ENGlobal Corporation and its debtor affiliates filed their
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Lead Case No. 25-90083) on March 5, 2025.
At the time of the filing, ENGlobal listed between $10 million and
$50 million in both assets and liabilities.
Judge Alfredo R Perez handles the case.
Ryan Anthony O'Connor, Esq., at Okin Adams, LLP represents the
Debtor as counsel.
ENVERIC BIOSCIENCES: AdvisorShares Trust Holds 3.65% Stake
----------------------------------------------------------
AdvisorShares Trust, disclosed in a Schedule 13G (Amendment No. 1)
filed with the U.S. Securities and Exchange Commission that as of
March 31, 2025, it beneficially owned 90,324 shares of Enveric
Biosciences, Inc.'s Common Stock, representing 3.65% of the
outstanding shares.
AdvisorShares Trust may be reached through:
Stefanie Lititle, Chief Compliance Officer
4800 Montgomery Lane, Suite 150
Bethesda, Maryland 20814
Tel: (877) 843-3831
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.
Morristown, New Jersey-based Marcum LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated Mar. 28, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 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.
Enveric Biosciences had total assets amounting to $3.08 million,
total current liabilities of $1.49 million, and total shareholders'
equity of $1.59 million as of Dec. 31, 2024.
ES PARTNERS: Seeks Chapter 11 Bankruptcy in Florida
---------------------------------------------------
On April 17, 2025, ES Partners Inc. filed Chapter 11 protection
in the U.S. Bankruptcy Court for the Southern District of Florida.
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 ES Partners Inc.
ES Partners Inc. is a Florida-based corporation that operates in
the general freight trucking industry under the trade name Medline
Express Services.
ES Partners Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-14211) on April 2,
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 Mindy A. Mora handles the case.
The Debtor is represented by Brian K. McMahon, Esq. at BRIAN K.
MCMAHON, PA
ESCALON MEDICAL: Hires CBIZ CPAs P.C. After Marcum Resignation
--------------------------------------------------------------
Escalon Medical Corp. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Marcum LLP resigned as
the Company's independent registered public accounting firm on
April 2, 2025. Also on April 2, 2025, the Company, with the
approval of the Audit Committee of the Company's Board of
Directors, engaged CBIZ CPAs P.C. as the Company's independent
registered public accounting firm.
On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of
Marcum LLP.
Neither of Marcum's reports on the financial statements of the
Company for either of the past two fiscal years ended, June 30,
2024 and June 30, 2023, respectively, contained an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to
audit scope, or accounting principles, except for including an
explanatory paragraph as to substantial doubt about the ability to
continue as a going concern.
During the Company's two most recent fiscal years ended June 30,
2024 and June 30, 2023, respectively, and the subsequent interim
period through April 2, 2025, there were no disagreements with
Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of
Marcum, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.
During the Company's two most recent fiscal years ended June 30,
2024 and June 30 2023, respectively, and the subsequent interim
period through December 31, 2024, the Company had the following
"reportable events" (as such term is defined in Item 304 of
Regulation S-K): As disclosed in Part II, Item 9A of the Company's
Form 10-Ks for the fiscal years ended June 30, 2024 and 2023, there
were material weaknesses identified in internal control related to
the proper design and implementation of controls over our estimates
relating to the valuation of inventory, specifically over the
precision of management's review.
During the Company's two most recent fiscal years ended June 30,
2024 and June 30, 2023, respectively, and the subsequent interim
period through April 2, 2025, neither the Company nor anyone on its
behalf has consulted with CBIZ CPAs P.C. with respect to either (i)
the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated
financial statements, and neither a written report nor oral advice
was provided to the Company that CBIZ CPAs P.C. concluded was an
important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as
defined in Item 304 of Regulation S-K and the related instructions
to Item 304 of Regulation S-K) or a reportable event (as defined in
Item 304 of Regulation S-K).
About Escalon
Headquartered in Wayne, Pennsylvania, Escalon Medical Corp.
operates in the healthcare market, specializing in the development,
manufacture, marketing and distribution of medical devices for
ophthalmic applications.
Marlton, New Jersey-based Marcum LLP, the Company's auditor since
2010, issued a "going concern" qualification in its report dated
Sept. 30, 2024, citing that the Company's historical recurring
losses from operations and negative cash flows from operating
activities raise substantial doubt about the Company's ability to
continue as a going concern.
The Company incurred a net loss of $125,261 for the year ending
June 30, 2024. As of June 30, 2024, the Company had an accumulated
deficit of $68.5 million and had incurred historical recurring
losses from operations and negative cash flows from operating
activities in prior years except for the fiscal year ended June 30,
2023. Although the general trend has been toward profitability,
with only one year of income in the past five, the Company
questions whether it will maintain this positive trend in
profitability and continue experiencing sales growth.
EVCON RENTALS: Seeks Subchapter V Bankruptcy in Arkansas
--------------------------------------------------------
On April 16, 2025, Evcon Rentals Corporation filed Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Arkansas. 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 Evcon Rentals Corporation
Evcon Rentals Corporation is an equipment rental company based in
Hot Springs, Arkansas. It provides a range of industrial,
construction, and landscaping equipment for rent to contractors and
individual consumers. The Company operates multiple locations in
the region and offers delivery and pick-up services.
Evcon Rentals Corporation sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No.
25-70643) on April 16, 2025. In its petition, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
Honorable Bankruptcy Judge Richard D. Taylor handles the case.
The Debtor is represented by Marc Honey, Esq. at HONEY LAW FIRM,
P.A.
EXCELERATE ENERGY: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Excelerate Energy Limited Partnership
(EELP) a first time Long-Term Issuer Default Rating (IDR) of 'BB'.
Fitch has also assigned a 'BB' with a Recovery Rating of 'RR4' to
its proposed issuance of senior unsecured notes. The proceeds from
the notes will be used to help fund the company's acquisition of
New Fortress Energy Inc.'s (NFE; B-/Rating Watch Negative) Jamaica
assets and to pay down existing debt. The Rating Outlook is
Stable.
EELP's rating reflects its stable cash flow profile, execution and
re-contracting risk, and strong financial profile. The company
operates around the globe in power hungry emerging markets and
developed markets, with purpose-built floating storage and
regassification units (FSRUs) for specific projects. The Stable
Outlook reflects expectations for EELP's FSRU fleet to remain under
contract over the forecast period and for the company to
successfully integrate the Jamaica assets.
Key Rating Drivers
Contract Portfolio Supports Stable Cash Flow: Pro-forma for the
Jamaica asset acquisition, EELP will receive about 90% of its
EBITDA from long-term, take-or-pay contracts, providing cash flow
stability. The company's role of provider of reliable energy to
power hungry markets, strong operational track record, and the
integration of its fleet to downstream industrial and power
applications have resulted in contract renewals and capacity
expansions. EELP's customers range from state-owned oil and gas
companies, transmission operators, and industrial users of natural
gas, where the use of the natural gas EELP supplies is viewed as
essential for the counterparties.
Although Fitch does not rate many of the off-takers, the agency
estimates that its credit quality would either be linked to the
sovereign, for government related entities, or limited by the
operating environment in which they operate. Fitch estimates the
weighted average counterparty rating to be in the mid-to-high 'BB'
range, and currently views customer and geographic risks as well
diversified.
Near-Term Execution Risk: The Jamaica assets acquisition is a
relatively large transaction for EELP, introducing integration
risks. EELP will add a material amount of power plant operations in
its business mix as the Jamaica assets include a natural gas fired
100 MW power plant. Given EELP's current focus on operations
upstream of power plants, such as liquefied natural gas (LNG)
procurement, FSRU operation, and terminal infrastructure, the
business line diversification presents execution risks. Fitch will
monitor the integration of the Jamaica assets and any plans to own
more power plants.
Recontracting Risk: EELP has a weighted average remaining term on
its contracts of 6.5 years, with a laddered maturity profile.
Pro-forma for the acquisition of the Jamaica assets, the weighted
average remaining term of its contracts is expected to be
approximately 10 years. Over the forecast period, there is one
contract term ending in each of 2027 and 2028, and one evergreen
contract that requires 12 months' notice prior to termination.
Recontracting in a timely manner is viewed as important to the
rating, and Fitch notes that in the past the company has had
contract renewals and expansions due to its integration with
downstream infrastructure and strong operational track record.
Strong Financial Profile: Fitch views EELP's current and pro-forma
financial profile as strong. As of Dec. 31, 2024, EELP's gross
leverage was 1.7x. Over the forecast period, leverage is expected
to reach around 2.7x by 2025 before trending to mid-to-high 2x
level as a result of debt-financed acquisition and some contracts
roll off. This is considered a modest leverage level. Fitch will
monitor how EELP finances future growth plans. The company
currently has a large cash balance, which it might use instead of
taking on more debt. Fitch does not include finance leases as debt
in its leverage calculations but does include vessel financings as
debt.
Specialty LNG Vessels: The vessels are well positioned in the
market due to a shortage of specialty LNG vessels and long
construction period for new vessels. FSRUs are considered
specialized vessels developed with specific projects in mind. The
company provides around 25% of global regasification capacity of
FSRU-based terminals, demonstrating its importance in the global
LNG import market. While current day rates for LNG carriers have
significantly come down amidst an increase of vessel supply and a
delay in LNG production facility in service dates, Fitch expects
EELP's vessels to remain in demand due to their specialization and
the demand for LNG in the markets it serves.
Country Ceiling Not a Constraint: Fitch measures the relationship
between cash flow generation in a given country compared to
hard-currency gross interest expense in determining a multinational
company's applicable Country Ceiling. During Fitch's forecast,
EELP's Country Ceiling of 'AAA' would not constrain the IDR.
Peer Analysis
EELP's most directly comparable peer within its coverage is New
Fortress Energy, Inc. (NFE; B-/RWN). New Fortress operates globally
in emerging markets, producing LNG via its Fast LNG facility,
providing LNG storage and regasification to industrial and power
companies, and operating dual-fired power plants.
NFE has a smaller share of take-or-pay contracts and is more
exposed to commodity price fluctuations than EELP. Post Jamaica
asset sale, Fitch expects over 80% of NFE's EBITDA to come from
Puerto Rico and Brazil, while EELP derives 35% from Jamaica but
with remaining evenly split amongst other regions. Fitch forecasts
lower leverage and higher interest coverage for EELP, and projects
NFE's leverage to average around 8.8x through 2026 and interest
coverage at about 1.0x in both 2025 and 2026. Due to its lower
business risk and stronger financial metrics, EELP is rated four
notches higher than NFE.
Sunoco LP (SUN; BB+/Stable), while not operating in the same
business line, is another peer for EELP within its rating coverage.
SUN is a wholesale motor fuels distributor, provides pipeline
transportation and storage of crude oil and refined products, and
transports anhydrous ammonia, with operations mainly in the US.
SUN's business is highly contracted, but not to the extent of
EELP's take-or-pay contracts. Although SUN's operations are not as
global as EELP's, it does have geographic diversity, including
operations in Europe and Caribbean. Over the forecast period, SUN
is projected to have leverage remain close to its 4.0x leverage
target, which is higher than that of EELP by over 1.0x. Fitch
judges EELP's business risk to be higher than SUN's due to less
business line diversity and substantial operations in emerging
markets. Due to higher business risk not completely offset by lower
leverage, Fitch rates EELP one notch lower than SUN.
Key Assumptions
- EELP's new FSRU is delivered in 2027;
- EELP acquires an LNG Carrier in 2025, with conversion to an FSRU
by the end of 2027;
- Dividends grow over the forecast;
- Steady maintenance capex;
- Using a combination of debt, equity and cash on hand to fund the
Jamaica asset acquisition;
- Fitch Oil and Gas Price Deck;
- Base interest rates in line with the Fitch Global Economic
Outlook.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 3.0x on a sustained basis;
- Deterioration in counterparty credit quality or a meaningfully
larger percent of cash flows from emerging markets;
- An acquisition or pursuit of organic growth strategy that
significantly increases business risk;
- Any construction or ship issues that significantly delay or
deteriorate cash flows.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improved credit quality of the counterparties or a significantly
larger percent of cash flows from developed markets;
- EBITDA leverage below 2.0x on a sustained basis and successful
integration and operation of the Jamaica assets.
Liquidity and Debt Structure
As of Dec. 31, 2024, EELP had $865 million of liquidity, consisting
of $327 million of availability on its senior secured revolving
credit facility (EE Revolver) and $538 million in cash and cash
equivalents. The EE Revolver had $23 million of letters of credit,
which are considered a reduction to EE Revolver availability.
Pro-forma for the EE Revolver upsizing and NFE Jamaica transaction,
Fitch expects EELP to have around $620 million of liquidity.
Maturities for EELP are manageable, with quarterly amortization of
debt and the nearest pro-forma maturity being the EE Revolver and
Term Loan due in March 2027.
EELP has various financial covenants under its existing facilities
and financings. Under its credit agreement, two of EELP's financial
covenants are to maintain a maximum consolidated total leverage of
3.5x and a minimum consolidated interest coverage of 2.50x. In the
event all unsecured debt is equal to or greater than $250 million,
the maximum permitted consolidated total leverage is 4.25x. Under
its Experience Vessel Financing, there are financial covenants for
EELP to maintain a maximum debt-to-equity ratio of 3.5x and minimum
equity of $500 million.
Regarding its 2017 Bank Loans, there are various financial
covenants, including that the project company must have a quarterly
debt service coverage ratio of 1.10x. As of Dec. 31, 2024 EELP was
in compliance with its financial covenants, and Fitch expects EELP
to remain in compliance with its financial covenants over the
forecast period.
In 2021-2024, waivers for the 2017 Banks Loans were obtained for
immaterial non-financial covenants and are still in effect.
Issuer Profile
Excelerate Energy Limited Partnership (EELP) offers a full range of
regasification services, from FSRUs to infrastructure development,
to LNG and natural gas supply. Pro-forma for the Jamaica assets
acquisition, EELP will also own and operate a power plant. EELP
operates globally with customers in Argentina, Bangladesh, Brazil,
Finland, Germany, Jamaica, Pakistan, and the United Arab Emirates.
Summary of Financial Adjustments
Fitch typically adjusts midstream energy companies' operating costs
to include finance lease interest expense and excludes finance
lease amortization from D&A. Fitch adds back stock-based
compensation expenses to EELP's EBITDA. Fitch also excludes
interest rate swap gains/losses from EELP's interest expense and
adds back transaction expenses to EBITDA.
Date of Relevant Committee
27 March 2025
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery
----------- ------ --------
Excelerate Energy
Limited Partnership LT IDR BB New Rating
senior unsecured LT BB New Rating RR4
EXCELERATE ENERGY: S&P Assigns 'BB+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned a 'BB+' issuer credit rating to
Excelerate Energy L.P.(EE).
S&P said, "At the same time, we assigned a 'BB+' issue-level rating
and a '3' recovery rating to the proposed senior unsecured notes.
The '3' recovery rating indicates our expectation of meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default.
"The stable outlook reflects our expectation that EE will maintain
S&P Global Ratings-adjusted debt to EBITDA of 3.0x-3.5x in 2025,
before improving to 2.5x-3.0x in 2026.
EE, a subsidiary of Excelerate Energy Inc., is a midstream energy
company that provides liquefied natural gas (LNG) solutions
worldwide, including floating storage and regasification units
(FSRU), infrastructure development, and LNG and natural gas
supply.
On March 27, 2025, EE announced it has entered into a definitive
agreement to acquire New Fortress Energy (NFE)'s Jamaica assets for
$1.055 billion. EE is issuing $700 million of proposed notes to
fund a portion of the acquisition.
S&P said, "Our assessment of EE's business risk is supported by
EE's long-term contract profile, asset fleet and minimal direct
commodity price exposure. Excelerate operates a fleet of 10
purpose-built FSRUs supported by time charter and terminal use
contracts, which are effectively long term, take-or-pay
arrangements, providing stable revenue and cash flows to the
company. The Jamaica assets, which include the Old Harbor Terminal,
the Montego Bay LNG storage terminal, and the Clarendon combined
heat and power plant. Pro forma for the acquisition, about 90% of
the company's EBITDA will be backed by take-or-pay contracts. The
company's weighted average remaining contract life is 10 years with
a weighted-average counterparty exposure of 'BBB' rated issuers EE
benefits from significant geographic diversification as its fleet
is currently located in eight different countries. Unlike onshore
LNG infrastructure, EE has the ability to move the fleets around
the world to meet global demand if a contract expires; however, in
our base case scenario, we do not assume any relocation of assets.
We also assume there is a very low likelihood of moving the FSRUs
at the end of a contract based on historical recontracting and the
critical nature they represent to each country's power supply. Our
business risk assessment is somewhat offset by the location of some
of the FSRUs in higher-risk jurisdictions and relatively small
scale of the overall business from an EBITDA perspective."
The NFE assets will support EE's credit quality by bolstering its
contract profile and improving scale, although it increases the
company's exposure to Jamaica. EE plans to fund the purchase of the
three Jamaica assets through the issuance of $700 million senior
unsecured notes, $185 million in share issuances, and cash on hand
for a total purchase price of $1.055 billion. On a run-rate basis,
S&P expects the assets to generate about $200 million in gross
margin, significantly improving EE's scale while also increasing
the company's exposure to Jamaica.
S&P said, "We expect EE to generate S&P Global Ratings-adjusted
EBITDA of $360 million-$380 million in 2025, before improving to
$425 million-$450 million in 2026. The majority of Excelerate's
cash flow is backed by highly predictable take-or-pay commitments.
We expect EBITDA growth over the next few years will stem from the
integration of the Jamaica assets as well as a new FSRU currently
under construction. We expect the new ship to be ready to be placed
in service by the second half of next year. While the vessel does
not have a customer allocated yet, we assume the company will be
able to contract the FSRU with similar terms to the existing fleet.
Outside of these projects, we do not anticipate any further
expansion projects over our forecast period. We forecast EE will
generate about $90 million in free operating cash flow (FOCF) in
2025, although FOCF will likely diminish in 2026 as the company
funds the remainder of its new FSRU capital expenditures (capex).
We assume $185 million in share issuances in 2025 to fund the NFE
acquisition and about $30 million-$35 million in distributions over
our forecasted period. As a result, we expect S&P Global
Ratings-adjusted debt to EBITDA of 3.0x–3.5x in 2025 before
improving to 2.5x-3.0x in 2026.
"Weighted average sovereign risk is incorporated in our analysis of
the overall credit quality of the company. Pro forma for the
acquisition, we expect EE to generate about 30% of gross margin in
Jamaica (BB-/Positive/B). Our sovereign credit rating on the
country does not limit the rating on EE at this time because the
project passes our hypothetical sovereign stress scenario.
"The stable outlook reflects our expectation that Excelerate Energy
will maintain S&P Global Ratings-adjusted debt to EBITDA of
3.0x-3.5x in 2025, before improving to 2.5x-3.0x in 2026. We expect
the company will successfully integrate its newly purchased Jamaica
assets while continuing to operate its existing fleet of FSRU
vessels."
S&P could consider a negative rating action on Excelerate if:
-- It is unsuccessful in fully integrating the new Jamaica
assets;
-- It is unsuccessful in renegotiating contracts at favorable
rates, resulting in adjusted debt to EBITDA sustained above 3.5x;
or
-- S&P's view of the sovereign risks to which it is exposed
deteriorates.
Although unlikely within the next year or so, S&P could take a
positive rating action if:
-- EE significantly increased its size and scale while maintaining
a similar contract profile; and
-- S&P's view of the sovereign risks to which it is exposed
improves; while
-- Maintaining S&P Global Ratings-adjusted debt/EBITDA below
2.5x.
FIREFLY NEUROSCIENCE: Net Loss Widens to $10.5 Million in 2024
--------------------------------------------------------------
Firefly Neuroscience, Inc. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss and comprehensive loss of $10,460,000 on $108,000 of revenue
for the year ended Dec. 31, 2024, compared to a net loss and
comprehensive loss of $2,603,000 on $498,000 of revenue for the
year ended Dec. 31, 2023.
Firefly said, "As of December 31, 2024, we had an accumulated
deficit of $87,084,000 and negative cash flow from operating
activities for the year ended December 31, 2024 of $6,155,000.
Further, we have recurring losses with minimal revenue from
operations and we expect to continue generate losses and using cash
for operations. While we are attempting to raise funds for
commercialization, our monthly cash requirements during the year
ended December 31, 2024 have been met through the sale of common
stock and convertible notes. These conditions raise substantial
doubt about our ability to continue as a going concern. Therefore,
we may be unable to realize our assets and discharge our
liabilities in normal course of business."
Toronto, ON, Canada-based Marcum Canada LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated Apr. 2, 2025, attached on the Company's Annual Report on Form
10-K for the year ended Dec. 30, 2024, citing that the Company has
a significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
"Management has a reasonable expectation that we can continue
raising additional capital to continue in operational existence for
the foreseeable future. Subsequent to December 31, 2024, we raised
$10.4 million of proceeds through the exercise of stock warrants
and additional sales of our common stock."
"For the next 12 months, we expect to continue to incur negative
cash flows from operations as we continue to make targeted
investments in sales and marketing and research and development of
our next generation BNA Platform."
"Beyond the next 12 months, our ability to achieve positive cash
flow from operations depends on the commercialization of our
flagship product, the BNA Platform. We expect to incur significant
costs for at least two to four years to commercialize and
distribute our products, and we expect our expenses to increase in
connection with our ongoing activities, particularly as we continue
our research and development and expand our production
capabilities, as needed. As a result, we will require significant
capital to support our ongoing operations and to drive our business
strategy before we can be profitable."
Until we can generate adequate revenues from the sale of our
products to cover our operating expenses and capital expenditure
requirements, we expect to finance our operations through the sale
of equity, debt financing, or other sources. There can be no
guarantee that debt or equity financings will be available to us on
commercially reasonable terms, if at all. Additionally, we may be
unable to further pursue our business plan and we may be unable to
continue operations."
"The estimates and assumptions underlying our belief in the
sufficiency of our capital resources in the short term and our
ability to obtain capital resources in the long term may prove to
be wrong, and we could exhaust our capital resources sooner than we
expect and may not be able to obtain resources on favorable terms,
or at all."
"We have no material off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors," Firefly
concluded.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/39c2dxte
About Firefly
Firefly (NASDAQ: AIFF) (formerly WaveDancer, Inc.) is an Artificial
Intelligence company developing innovative solutions that improve
brain health outcomes for patients with neurological and mental
disorders. The FDA-510(k)-cleared Brain Network Analytics (BNA)
software platform is designed to advance diagnostic and treatment
approaches for individuals with mental illnesses and cognitive
disorders, such as depression, dementia, anxiety, concussions, and
attention-deficit/hyperactivity disorder (ADHD).
As of Dec. 31, 2024, the Company had $4,601,000 in total assets,
$4,976,000 in total liabilities, and a total stockholders' deficit
of $375,000.
FLUENT INC: Phillip Frost, M.D. Holds 23.7% Equity Stake
--------------------------------------------------------
Phillip Frost, M.D. disclosed in a Schedule 13D (Amendment No. 24)
filed with the U.S. Securities and Exchange Commission that as of
March 20, 2025, he beneficially owned 4,912,926 shares of Fluent,
Inc.'s Common Stock, representing 23.7% of the 20,643,660 shares of
outstanding common stock.
Phillip Frost, M.D. may be reached through:
Daniel Barsky, Esq.
300 Vesey Street, 9th Floor
New York, NY, 10282
Tel: (646) 669-7272
A full-text copy of Mr. Frost's SEC report is available at:
https://tinyurl.com/bp4usvct
About Fluent Inc.
Fluent, Inc. -- https://www.fluentco.com -- is a digital marketing
services company specializing in customer acquisition. The Company
operates highly scalable digital marketing campaigns that connect
advertiser clients with their target consumers. The Company
accesses these consumers through both its owned and operated
digital media properties and Commerce Media Solutions marketplace.
Since 2023, the Company delivered data-driven, performance-based
customer acquisition services for over 500 consumer brands, direct
marketers, and agencies across various industries, including Media
& Entertainment, Financial Products & Services, Health & Life
Sciences, Retail & Consumer, and Staffing & Recruitment.
New York, N.Y.-based Grant Thornton LLP, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Mar. 31, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, citing that as of
December 31, 2024, the Company was not in compliance with financial
covenants of the SLR Credit Agreement. On March 10, 2025, the
Company entered into the Fourth Amendment to the SLR Credit
Agreement, which among other things, waived the non-compliance with
the financial covenants as of December 31, 2024. The Company's
business plan for 2025, contemplates reduced operating losses,
maintaining compliance with the revised financial covenants under
the SLR Credit Agreement and obtaining additional working capital.
The Company's ability to achieve the foregoing elements of its
business plan and maintaining compliance with its financial
covenants is uncertain and raises substantial doubt about its
ability to continue as a going concern.
FORTUNA AUCTION: Hires Klestadt Winters Jureller as Legal Counsel
-----------------------------------------------------------------
Fortuna Auction, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Klestadt Winters
Jureller Southard & Stevens LLP as general bankruptcy counsel.
The firm will provide these services:
(a) advise the Debtor with respect to its rights, powers, and
duties in the continued management of its assets;
(b) attend meetings and negotiating with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of the Bankruptcy Case;
(c) take all necessary action to protect and preserve the
Debtor's estate;
(d) prepare on behalf of the Debtor such motions,
applications, answers, orders, reports, and papers necessary to the
administration of its estate;
(e) assist the Debtor in its analysis and negotiation with any
third-party concerning matters related to the realization by
creditors of a recovery on claims and other means of realizing
value;
(f) represent the Debtor at all hearings and other
proceedings;
(g) assist the Debtor in its analysis of matters relating to
its legal rights and obligations with respect to various agreements
and applicable laws;
(h) review and analyze all applications, orders, statements,
and schedules filed with the court and advise the Debtor as to
their propriety;
(i) assist the Debtor in preparing pleadings and applications
as may be necessary in furtherance of its interests and
objectives;
(j) assist and advise the Debtor with regard to its
communications to the general creditor body regarding any proposed
Chapter 11 plan or other significant matters in this Bankruptcy
Case;
(k) assist the Debtor with respect to consideration by the
court of any disclosure statement or plan prepared or filed and
take any necessary action on behalf of the Debtor to obtain
confirmation of such plan; and
(l) perform such other legal services as may be required
and/or deemed to be in the interests of the Debtor in accordance
with its powers and duties as set forth in the Bankruptcy Code.
The firm will be paid at these hourly rates:
Tracy Klestadt, Attorney $995
Ian Winters, Attorney $875
John Jureller, Jr., Attorney $875
Sean Southard, Attorney $875
Fred Stevens, Attorney $875
Brendan Scott, Attorney $795
Kathleen Aiello, Attorney $795
Lauren Kiss, Attorney $750
Stephanie Sweeney, Attorney $750
Christopher Reilly, Attorney $595
Andrew Brown, Attorney $595
Paralegals $275
Mr. Klestadt 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:
Tracy L. Klestadt, Esq.
Klestadt Winters Jureller Southard & Stevens LLP
200 West 41st Street, 17th Floor
New York, NY 10036
Telephone: (212) 972-3000
Facsimile: (212) 972-2245
Email: tklestadt@klestadt.com
About Fortuna Auction LLC
Fortuna Auction LLC is a boutique auction house specializing in
fine, antique jewelry and luxury watches. Established in 2011, the
Company offers a platform for collectors, wholesalers, retailers,
and private clients to buy and sell jewelry and watches
internationally.
Fortuna Auction LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No.: 25-10632 on April 1,
2025. In its petition, the Debtor reports estimated assets between
$100,000 and $500,000 and estimated liabilities between $1 million
and $10 million.
The Debtor is represented by Tracy L. Klestadt, Esq. at Klestadt
Winter Jureller Southard & Stevens, LLP.
GAMESTOP CORP: Ali Ehad Turker Holds 0.0288% Class A Shares
-----------------------------------------------------------
Ali Ehad Turker disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of April 2, 2025, he
beneficially owned 128,777 shares of GameStop Corp.'s Class A
Common Stock, representing approximately 0.0288% of the shares
outstanding.
Turker Ali Ehad may be reached at:
601 Brickell Key
Dr, Suite 700
Miami, FL 33131
A full-text copy of Mr. Turker's SEC report is available at:
https://tinyurl.com/3cd8nvhs
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
As of August 3, 2024, GameStop had $5.5 billion in total assets,
$1.2 billion in total liabilities, and $4.4 billion in total
stockholders' equity.
* * *
Egan-Jones Ratings Company on January 15, 2025, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation to CCC- from CC.
GAMESTOP CORP: Ryan Cohen Holds 8.4% Equity Stake
-------------------------------------------------
Ryan Cohen disclosed in a Schedule 13D (Amendment No. 11) filed
with the U.S. Securities and Exchange Commission that as of April
3, 2025, he beneficially owned 37,347,842 shares of Class A Common
Stock, $0.001 par value per share of GameStop Corp., representing
8.4% of the 447,083,981 shares outstanding as of March 19, 2025, as
reported in the Company's Annual Report on Form 10-K filed March
25, 2025.
Cohen Ryan may be reached through:
Ryan Nebel, Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY, 10019
Tel: 212-451-2300
A full-text copy of Mr. Cohen's SEC report is available at:
https://tinyurl.com/2r547vaz
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
As of August 3, 2024, GameStop had $5.5 billion in total assets,
$1.2 billion in total liabilities, and $4.4 billion in total
stockholders' equity.
* * *
Egan-Jones Ratings Company on January 15, 2025, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation to CCC- from CC.
GENAPSYS INC: Fights Paul Hastings' Bid to Dismiss Malpractice Suit
-------------------------------------------------------------------
James Mills of Law360 reports that GenapSys Inc. is pushing back
against Paul Hastings LLP's bid to dismiss a legal malpractice
lawsuit, asserting it was not required to disclose the claim during
its bankruptcy proceedings.
About GenapSys Inc.
GenapSys Inc. -- https://genapsys.com/ -- is a biotechnology
company that transforms the human condition by building a scalable,
affordable genomic sequencing ecosystem that will support research
and diagnostics. It is based in Redwood City, Calif.
GenapSys sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 22-10621) on July 11, 2022. In the
petition filed by Britton Russell, chief financial officer and
treasurer, the Debtor listed assets between $10 million and $50
million and liabilities between $50 million and $100 million.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Richards, Layton & Finger, PA, as bankruptcy
counsel; Willkie Farr & Gallagher LLP as special litigation and
corporate counsel; and Lazard Freres & Co. LLC as investment
banker. Kroll Restructuring Administration LLC is the Debtor's
claims and noticing agent and administrative advisor.
* * *
The Debtor sold the business for $42 million (up to $10 million in
cash plus the assumption of liabilities) to Sequencing Health, a
purchaser entity affiliated with entities, funds and/or accounts
managed or advised, directly or indirectly, by, or under common
control with, two investors holding Series D Preferred Equity
Interests in the Debtor: Farallon and Soleus Private Equity Fund
II, LP. Following the sale, what's left of the debtor Debtor
renamed itself to Redwood Liquidating Co.
HALL OF FAME: Extends Debt With CH Capital Lending, 2 Others
------------------------------------------------------------
Hall of Fame Resort & Entertainment Company disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
the Company and HOF Village Newco, LLC entered into a formal
omnibus extension of debt instruments with CH Capital Lending, LLC,
a Delaware limited liability company, IRG, LLC, a Nevada limited
liability company, and Midwest Lender Fund, LLC, a Delaware limited
liability company. The impacted agreements include the following,
as amended from time to time:
(a) that certain Term Loan Agreement (as amended or modified
from time to time), dated December 1, 2020, as assigned to CHCL in
its capacity as "Administrative Agent" for itself and the other
lenders, on March 1, 2022, and all agreements, instruments, and
promissory notes executed in connection with such Term Loan
Agreement, as subsequently amended;
(b) that certain Secured Cognovit Promissory Note, effective
as of November 7, 2022, by and among certain of the Borrowers, as
makers, and JKP Financial, LLC, as holder, as modified by the
Omnibus Release of Youth Fields Borrower from Certain Debt
Instruments, dated as of January 11, 2024, by CHCL, IRG, JKP,
and/or MLF, in favor of HOF Village Youth Fields, LLC, and the
Omnibus Extension of Debt Instruments, dated April 7, 2024, which
relates to that certain Secured Cognovit Promissory Note, dated as
of June 19, 2020, made by certain of the Borrowers, as assigned by
HOF Village, LLC to Newco pursuant to that certain Contribution
Agreement dated as of June 30, 2020, by and between HOF Village,
LLC and Newco, and as amended by that certain First Amendment to
Secured Promissory Note, dated as of December 1, 2020 and the
Joinder and Second Amendment to Secured Cognovit Promissory Note,
dated as of March 1, 2022, among Newco, HOF Village Hotel II, LLC,
the Company, and JKP, which note was assigned by JKP to IRG Master
Holdings, LLC, effective January 15, 2025, as subsequently assigned
effective January 15, 2025 to CHCL;
(c) that certain Secured Cognovit Promissory Note, dated
effective as of November 7, 2022, made by certain of the Borrowers,
as modified by the Omnibus Release of Youth Fields Borrower from
Certain Debt Instruments, dated as of January 11, 2024, by CHCL,
IRG, JKP, and/or MLF, in favor of HOF Village Youth Fields, LLC,
which was assigned by JKP to IRG Master Holdings, LLC, effective
January 15, 2025, as subsequently assigned effective January 15,
2025 to CHCL;
(d) that certain Second Amended and Restated Secured Cognovit
Promissory Note, dated effective as of November 7, 2022, from
certain of the Borrowers and others to CHCL as subsequently
amended;
(e) that certain Joinder and Second Amended and Restated
Secured Cognovit Promissory Note, dated effective as of November 7,
2022, from certain of the Borrowers and others to IRG as may have
been subsequently amended; and
(f) that certain Secured Cognovit Promissory Note, dated
effective as of November 7, 2022, from certain of the Borrowers and
others to MLF as may have been subsequently amended, which relates
to that certain Cognovit Promissory Note, dated as of April 27,
2022, from certain of the Borrowers to MLF as may have been
subsequently amended.
Additionally, on March 31, 2025, the Company entered into an
Amendment to Note Purchase Agreement with holders of approximately
79% of the outstanding 8.00% Convertible Notes due 2025 issued
under the Note Purchase Agreement dated as of July 1, 2020, as
amended, restated, supplemented and otherwise modified from time to
time up to March 31, 2025, by and among the Company and the
purchasers listed on the signature pages hereto. The Amendment
extends the maturity date of 8.00% Convertible Notes to December
31, 2025. CHCL, which signed the Amendment, owns approximately 43%
of the outstanding 8.00% Convertible Notes. CHCL is an affiliate of
Stuart Lichter, a director of the Company.
About Hall of Fame Resort
Hall of Fame Resort & Entertainment Co. is a resort and
entertainment company leveraging the power and popularity of
professional football and its legendary players in partnership with
the National Football Museum, Inc., doing business as the Pro
Football Hall of Fame. Headquartered in Canton, Ohio, the Company
owns the DoubleTree by Hilton located in downtown Canton and the
Hall of Fame Village, which is a multi-use sports, entertainment,
and media destination centered around the PFHOF's campus.
Cleveland, Ohio-based Grant Thornton LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Mar. 26, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, citing that the Company
has sustained recurring losses through December 31, 2024 and
utilized cash from operations of $10.9 million during the year
ended December 31, 2024. The Company has $109.5 million of debt due
through December 31, 2025, and will need to raise additional
financing to accomplish its development plans and fund its working
capital. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
As of Dec. 31, 2024, the Company had $366.7 million in total
assets, $294.5 million in total liabilities, and a total equity of
$72.2 million. The Company's accumulated deficit was $273.6 million
as of December 31, 2024.
HAPI METAVERSE: Net Loss Narrows to $4.47 Million in 2024
---------------------------------------------------------
Hapi Metaverse Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting net loss of
$4,471,152 for the year ended December 31, 2024, compared to a net
loss of $6,912,004 for the year ended December 31, 2023.
Jericho, New York-based Grassi & Co., CPAs, P.C., the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated Apr. 4, 2025, attached to the Company's Annual Report
on Form 10-K for the year ended Dec. 31, 2024, citing that the
Company's significant accumulated operating losses, negative cash
flows from operations, and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.
Since inception, the Company has incurred net losses of
$17,884,549, has net working capital deficit of $6,912,435, had net
cash used in operating activities of $1,383,294 at December 31,
2024, and has incurred recurring net losses in each of the two
years ending December 31, 2024 and 2023. Management has evaluated
the significance of the conditions in relation to the Company's
ability to meet its obligations and believes that its current cash
balance along with its current operations will not provide
sufficient capital to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon achieving
sales growth, management of operating expenses and ability of the
Company to obtain the necessary financing to meet its obligations
and pay its liabilities arising from normal business operations
when they come due, and upon profitable operations.
"Our majority shareholder has advised us not to depend solely on it
for financing. The Company has increased its efforts to raise
additional capital through equity or debt financing from other
sources. However, the Company cannot be certain that such capital
(from its shareholders or third parties) will be available to us or
whether such capital will be available on terms that are acceptable
to the Company. Any such financing likely would be dilutive to
existing stockholders and could result in significant financial
operating covenants that would negatively impact our business. If
we are unable to raise sufficient additional capital on acceptable
terms, we will have insufficient funds to operate our business or
pursue our planned growth. In considering our forecast for the next
twelve months and the current cash and working capital as of the
filing of this Form 10-K, such matters create a substantial doubt
regarding the Company's ability to meet their financial needs and
continue as a going concern."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/3rxxws6a
About Hapi Metaverse
Bethesda, Md.-based Hapi Metaverse Inc., formerly GigWorld Inc. was
incorporated in the State of Delaware on March 7, 2012 and
established a fiscal year end of December 31. The Company's
business is focused on serving business-to-business needs in
e-commerce, collaboration and social networking functions. The
Company also started its Food and Beverage business in 2022 and its
travel business in 2023.
As of Dec. 31, 2024, the Company had $4,069,044 in total assets,
$11,027,499 in total liabilities, and a total stockholders' deficit
of $6,958,455.
HASTY GROUP: Claims to be Paid From Continued Operations
--------------------------------------------------------
The Hasty Group, LLC filed with the U.S. Bankruptcy Court for the
District of Kansas a First Amended Plan of Reorganization for Small
Business dated March 21, 2025.
The Debtor's business involves a management company that services
landlords of residential properties primarily in the Kansas City
metropolitan area.
The Debtor began its business with the acquisition of the business
owned and operated by Douglas J. Hanna Property Management for the
sum of $850,000. The purchase was in October, 2020.
The need for Chapter 11 protection and reorganization emanated from
entering into management agreements with the Whitestone entities
(WREF I, LLC) to manage approximately 600 units. After entering
into the agreement, Debtor discovered that the units were in poor
condition and required immediate repairs. Many of the tenants
refused to pay rent due to the tenants' demands for repairs and
also there was a moratorium on evictions for non payment due to
COVID.
LiveOak Banking Company ("Live Oak") is an SBA backed lender who
loaned funds to the Debtor for the acquisition and set up of the
business. The approximate balance owed to LiveOak is $551,881.61.
Debtor will propose to pay LiveOak as a secured creditor. The
unsecured nonpriority claims will be paid a portion of their debt.
There are several claims asserted by WREF I, LLC and related
companies for "breach of contract and conversion" and for
"contingent crossclaims against the Debtor in tenant actions".
Debtor disputes these claims and will file objections to said
claims.
The source of funding for the Plan will come from the revenues
generated in the operation of the management company operated by
the Debtor.
Class Three consists of General Unsecured Claims. 180 days
following Effective Date Debtor will distribute on a quarterly
basis: a total of $18,000, payable: $300/month, to be paid prorate
to the unsecured non-priority class.
The Debtor shall continue in possession of its assets and shall
continue the operation of its business. The Debtor shall be the
disbursing agent and shall make all distributions to creditors as
provided for in this Plan.
Austin Hasty as sole member of the Debtor immediately prior to the
Effective Date, shall continue to serve as the sole member of the
Reorganized Debtor on and after the Effective Date.
The Debtor must submit all or such portion of the future net income
of the Debtor as is necessary for the execution of the Plan.
A full-text copy of the First Amended Plan dated March 21, 2025 is
available at https://urlcurt.com/u?l=unhhNV from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Erlene Krigel, Esq.
Krigel Nugent + Moore, PC
4520 Main St., Ste. 700
Kansas City, MO 64111
Telephone: (816) 756-5800
About The Hasty Group
The Hasty Group, LLC involves a management company that services
landlords of residential properties primarily in the Kansas City
metropolitan area.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Kan. Case No. 24-21592) on Dec.
13, 2024, listing under $1 million in both assets and liabilities.
Judge Dale L. Somers oversees the case.
Erlene Krigel, Esq., at Krigel Nugent + Moore, PC represents the
Debtor as counsel.
HELIUS MEDICAL: Nasdaq Grants Compliance Extension Until June 30
----------------------------------------------------------------
Helius Medical Technologies, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company received written notice from the Nasdaq Stock Market LLC
stating that the Company no longer complies with the minimum
stockholders' equity requirement under Nasdaq Listing Rule
5550(b)(1) for continued listing on The Nasdaq Stock Market LLC
because the Company's stockholders' equity, as reported in the
Company's Annual Report on Form 10-K for the fourth quarter and
year ended December 31, 2024, has fallen below $2.5 million. The
notice also indicates that the Company does not meet the
alternative compliance standards.
As previously disclosed in the Company's Current Reports on Form
8-K, filed on August 9, 2024, and February 7, 2025 and the
Company's Annual Report on Form 10-K for the year ended December
31, 2024, the Company received notice from Nasdaq that the Company
was not in compliance with the minimum bid price requirement, as
set forth in Nasdaq Marketplace Rule 5550(a)(2) (the "Minimum Bid
Price Requirement"), for a period of 30 consecutive business days.
As provided in such notice, the Company had a 180-day period, until
February 7, 2025, to regain compliance with the Minimum Bid Price
Requirement. On February 7, 2025, the Company received a second
notification letter from Nasdaq notifying the Company that the
180-day compliance period had expired and that the Company was
ineligible for an additional 180-day period due to the Company's
noncompliance with the $5,000,000 minimum stockholders' equity
initial listing requirement for the Nasdaq Capital Market. As a
result, the second notification letter informed the Company that
its listed common stock would be subject to delisting pending the
request of an appeal with regards to this determination. The
Company had a hearing with the Nasdaq Hearing Panel on March 18,
2025.
On April 1, 2025, the Company received an additional letter from
Nasdaq notifying the Company that, following the hearing process
with respect to the Company's deficiency with the Minimum Bid Price
Requirement, Nasdaq has granted the Company an extension, until
June 30, 2025 to regain compliance with the Minimum Bid Price
Requirement as well as the Stockholders' Equity Requirement.
The Notice and the Extension Notice have no immediate impact on the
listing of the Company's common stock, which will continue to trade
on The Nasdaq Stock Market LLC under the symbol "HSDT". The Company
will seek to regain compliance with the Minimum Bid Price
Requirement and the Stockholders' Equity Requirement within the
extension period.
About Helius Medical
Headquartered in Newtown, Pennsylvania, Helius Medical
Technologies, Inc. (www.heliusmedical.com) is a neurotechnology
company dedicated to neurological wellness. The Company's mission
is to develop, license, or acquire non-implantable technologies
aimed at reducing the symptoms of neurological disease or trauma.
Its flagship product, the Portable Neuromodulation Stimulator
(PoNS), is an innovative, non-implantable medical device consisting
of a controller and a mouthpiece that delivers mild electrical
stimulation to the surface of the tongue, offering treatment for
gait deficits and chronic balance deficits.
In its report dated March 25, 2025, the Company's auditor since
2022, Baker Tilly US, LLP, issued a "going concern" qualification,
attached to the Company's Annual Report on Form 10-K for the year
ended Dec. 31, 2024. citing that the Company has recurring losses
from operations and an accumulated deficit, expects to incur losses
for the foreseeable future, and requires additional working
capital. These factors raise substantial doubt about their ability
to continue as a going concern.
HOUSE SPIRITS: Seeks to Hire Epiq as Administrative Advisor
-----------------------------------------------------------
House Spirits Distillery, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Corporate Restructuring LLC as administrative advisor.
The firm will provide these services:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the engagement
agreement.
The Debtor provided Epiq a retainer in the amount of $25,000.
The firm will also seek reimbursement for expenses incurred.
Alexander Warso, a consulting director at Epiq, 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:
Alexander Warso
Epiq Corporate Restructuring LLC
777 3rd Ave., Fl. 12
New York, NY 10017
Telephone: (212) 225-9200
About House Spirits Distillery
House Spirits Distillery LLC, operating under the name Westward
Whiskey, is a Portland, Oregon-based distillery that produces,
markets, sells, and distributes high-quality American single malt
whiskeys. Westward has become one of the most well-known and
respected craft distilleries in the U.S., leading the way in the
emerging Premium American Whiskey category. Unlike traditional
single malts made only from malted barley, Westward employs a
distinctive process that blends elements from American craft ale,
Scottish single malt, and bourbon traditions. The distillery
benefits from the unique climate of the Pacific Northwest, where
hot, dry summers and cool, wet winters contribute to the
development of exceptional, world-class whiskeys.
House Spirits Distillery LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10660) on April 6,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Karen B. Owens handles the case.
The Debtor is represented by Joseph C. Barsalona II, Esq. at
Pashman Stein Walder Hayden, PC. The Debtor's claims agent is Epiq
Corporate Restructuring, LLC.
HOUSE SPIRITS: Taps Pashman Stein Walder Hayden as Legal Counsel
----------------------------------------------------------------
House Spirits Distillery, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Pashman
Stein Walder Hayden, PC as bankruptcy counsel.
The firm will render these services:
(a) perform all necessary services as the Debtor's bankruptcy
counsel;
(b) take all necessary actions to protect and preserve the
Debtor's estate during this Chapter 11 case;
(c) prepare or coordinate preparation on behalf of the Debtor,
any necessary legal papers in connection with the administration of
this Chapter 11 case;
(d) counsel the Debtor with regard to its rights and
obligations;
(e) coordinate with the Debtor's other professionals in
representing the Debtor in connection with this Chapter 11 case;
and
(f) perform all other necessary or requested legal services.
The hourly rates of the firm's counsel and staff are as follows:
Partners $695 – $980
Senior Counsel $980
Counsel $650
Associates $465 – $545
Paraprofessionals $410 – $430
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received advance payments of $50,000, $45,077.50, and
$47,221.50 on February 27, 2025, March 19, 2025, and April 1, 2025,
respectively, from the Debtor.
Joseph Barsalona, a partner at Pashman Stein Walder Hayden,
disclosed in court filings that their firms are "disinterested
persons" as the term is defined in Section 101(14) of the
Bankruptcy Code.
The firms can be reached through:
Joseph Barsalona, Esq.
Pashman Stein Walder Hayden P.C.
21 Main St Ste 200
Hackensack, NJ 07601
Telephone: (201) 488-8200
About House Spirits Distillery
House Spirits Distillery LLC, operating under the name Westward
Whiskey, is a Portland, Oregon-based distillery that produces,
markets, sells, and distributes high-quality American single malt
whiskeys. Westward has become one of the most well-known and
respected craft distilleries in the U.S., leading the way in the
emerging Premium American Whiskey category. Unlike traditional
single malts made only from malted barley, Westward employs a
distinctive process that blends elements from American craft ale,
Scottish single malt, and bourbon traditions. The distillery
benefits from the unique climate of the Pacific Northwest, where
hot, dry summers and cool, wet winters contribute to the
development of exceptional, world-class whiskeys.
House Spirits Distillery LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10660) on April 6,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Karen B. Owens handles the case.
The Debtor is represented by Joseph C. Barsalona II, Esq. at
Pashman Stein Walder Hayden, PC. The Debtor's claims agent is Epiq
Corporate Restructuring, LLC.
HUNTSMAN CORP: S&P Downgrades ICR to 'BB+', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Huntsman
Corp. and subsidiary Huntsman International LLC to 'BB+' from
'BBB-'. At the same time, S&P lowered its issue-level rating on
Huntsman International's unsecured debt to 'BB+' from 'BBB-'. The
recovery rating is '3' (rounded estimate: 65%, capped).
The stable outlook reflects S&P's belief that, while EBITDA will
remain under pressure through 2025 because of challenging
macroeconomic conditions and a subdued housing market, the
company's liquidity position and appropriate financial policies
provide support for the rating.
S&P said, "The downgrade follows our reassessment of Huntsman's
business risk profile. It reflects a sustained drop in EBITDA
margins, which will remain weak. A key underpinning when we
upgraded Huntsman to investment-grade in 2022 was that its improved
mix of businesses and lower cost base fundamentally strengthened
our view. These factors led us to believe it could sustain S&P
Global Ratings-adjusted EBITDA margins of about 15% and a business
risk profile more in line with investment-grade peers."
Starting in 2023, a combination of factors has materially dropped
revenues and EBITDA from their peaks in 2021-2022, including
persistent inflation and subdued demand from the key housing and
construction markets (roughly half of the company's 2024 revenues
were from these markets, primarily through their polyurethanes
segment); slower demand from automotive (about 15% of revenues);
customer destocking; depressed profitability in certain key
products such as maleic anhydride; and a more competitive operating
environment in key regions such as China. As a result, Huntsman's
2023-2024 S&P Global Ratings-adjusted EBITDA (averaging about $525
million) was less than half of what it generated in 2021-2022, with
S&P Global Ratings-adjusted EBITDA margins below 10%. Additionally,
its methylene diphenyl diisocyanate (MDI) facilities are higher on
the cost curve than those of market leader Wanhua Chemical Group
Co. Ltd. S&P said, "We also believe that, given its ownership,
Wanhua benefits from a lower structural cost base. These factors
led us to revise our business risk assessment of Huntsman
downward."
S&P said, "We expect continued soft EBITDA and EBITDA margins in
2025 because of housing market challenges and macroeconomic
uncertainty. In our December 2024 publication, we forecast that
more favorable operating conditions, including lower mortgage rates
and a gradual recovery in housing, would increase EBITDA in 2025 by
more than 25% versus expected 2024 performance. Following
moderately weaker than expected year-end 2024 results, general
macroeconomic uncertainty in part due to tariffs, and a general
malaise in the housing market, we now expect only a modest 2025
EBITDA increase (closer to 5%-10%) primarily on the back of
cost-saving initiatives. In our base-case forecast, for at least
the next two years we believe S&P Global Ratings-adjusted EBITDA
will remain below the last-five-years average (about $800 million)
and EBITDA margins in the 9% to 11% range. Huntsman will continue
to trail specialty chemical companies on average. Since Huntsman is
one of the most highly leveraged U.S. chemical companies, an
eventual recovery in the housing markets, thus lower than expected
mortgage rates, increased housing starts, or housing turnover could
lead to a faster improvement in EBITDA and EBITDA margins.
"We are closely monitoring the impact of tariffs and potential
antidumping duties, particularly in the MDI market. Market leader
Wanhua is based in China and has a global manufacturing footprint.
We expect a preliminary judgment on potential antidumping in the
U.S. of Chinese MDI in July 2025, with a final ruling in the
quarters to follow. We believe tariffs and/or antidumping duties
could moderately benefit U.S. based producers such as Huntsman
because the company estimates about 20% of the U.S. MDI market in
2024 was satisfied by imports from China. While this could lift
operating rates and profitability, we expect sustained improvement
would require higher demand, principally through a stronger housing
market."
S&P Global Ratings believes there is a high degree of
unpredictability around policy implementation by the U.S.
administration and possible responses--specifically with regard to
tariffs--and the potential effect on economies, supply chains, and
credit conditions around the world. As a result, our baseline
forecasts carry a significant amount of uncertainty. As situations
evolve, S&P will gauge the macro and credit materiality of
potential and actual policy shifts and reassess its guidance
accordingly.
S&P said, "Despite weaker credit metrics than our target for the
rating through 2025, we believe management will maintain supportive
financial policies. While we anticipate that Huntsman's operating
performance will remain weak throughout 2025, we believe EBITDA
will come in at or modestly above 2023-2024 troughs. The company
has remained free cash flow positive, which we expect to continue
in 2025. Given our forecast for moderately higher EBITDA starting
in 2026 and prudent financial policies, we expect weighted-average
S&P Global Ratings-adjusted funds from operations (FFO) to debt to
improve from about 18% at year-end 2024. While we expect this ratio
will be below that through 2025, at the current rating we expect
the company to maintain weighted-average FFO to debt in the upper
end of the 20%-30% range.
"We expect that Huntsman will maintain stronger credit metrics than
a company with a similar financial risk profile, such as Avient
Corp. We believe it will preserve cash flow if earnings continue to
underperform by scaling back on capital expenditure and making
minimal share repurchases or mergers and acquisitions. Huntsman
displayed this discipline early in the COVID-19 pandemic, with
essentially no share repurchases from the second quarter of 2020
through second quarter of 2021. Huntsman's balance sheet remains in
a much better position than before it sold its chemical
intermediates business for $2 billion in 2020, having cut S&P
Global Ratings-adjusted debt essentially in half. Over the next few
years, we expect the company could pursue small to midsize bolt-on
acquisitions, particularly in its advanced materials segment.
"The stable outlook on Huntsman reflects our belief that, while
EBITDA and EBITDA margins will likely remain under pressure through
2025-2026 because of challenging macroeconomic conditions, its
liquidity position and appropriate financial policies support the
rating. While in our base-case scenario we expect FFO to debt will
remain below this target through 2025, we expect weighted-average
FFO to debt in the upper end of the 20%-30% range on a sustained
basis. We believe improving this (primarily in 2026-2027) will come
from EBITDA improvement due to cost reduction initiatives and a
gradual improvement in the housing market, as opposed to a material
reduction in debt."
Huntsman's financial policies (indicated by a net debt to EBITDA
target of 2x on average through the cycle) support maintaining
credit quality. It utilized some of the proceeds from the $2
billion sale of its Intermediates business to reduce balance sheet
debt and bolster its cash position. Our base case assumes no
material share repurchases until EBITDA and credit metrics
materially improve.
S&P could consider lowering its rating on Huntsman within the next
year if:
-- EBITDA remains near troughs and it becomes evident there will
no meaningful improvement in 2026. This could occur due to
unanticipated softness in pricing or demand for some of its
products, continued challenging fundamentals in the key building
and construction end markets, industry oversupply, underachievement
of its targeted cost-reduction initiatives, or ongoing
macroeconomic shocks;
-- The company engages in large, debt-funded acquisitions or
larger-than-expected shareholder rewards that stretch leverage for
an extended period; or
-- S&P believes weighted-average FFO to debt will consistently
remain in the lower end of the 20%-30% range. Under such a
scenario, S&P would expect its S&P Global Ratings-adjusted EBITDA
margins to remain depressed and not materially improve from about
9% in 2024.
Although unlikely, S&P could consider a positive rating action
within the next year if:
-- There is a positive ruling as it pertains to antidumping of MDI
in the U.S. S&P said, "We believe this would benefit domestic MDI
producers such as Huntsman and lead to a material uptick in MDI
prices. We would have to believe that any MDI price appreciation is
sustainable and supported by favorable end-market conditions in
building and construction."
-- S&P said, "Demand and pricing (particularly for MDI) are
stronger than we project such that Huntsman's revenue and EBITDA
well exceed our base-case assumptions. This could occur if there is
strength in the automotive end markets, the construction end
markets perform better than expected, and its efforts to increase
its value-added and specialty components help strengthen the
business and earnings. This could consistently increase S&P Global
Ratings-adjusted EBITDA margins to around 15% on a sustained
basis."
-- S&P said, "We view increased margins as a fundamental
strengthening of its business and not a reflection of a cyclical
upturn in some product lines. We would also have to believe that,
despite deterioration in EBITDA margins, in any potential future
downturn they would not drop nearly as far as they did in 2023;
and
-- Credit measures improve such that weighted-average FFO to total
debt strengthens into the upper end of the 30%-45% on a sustained
basis, factoring in our expectations for acquisitions and share
repurchases.
INDEPENDENT PHYSICIAN: Unsecureds to Split $40K over 5 Years
------------------------------------------------------------
Independent Physician Services, LLC, filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a Plan of
Reorganization for Small Business dated March 21, 2025.
The Debtor is a Pennsylvania Corporation engaged in the provision
of support services for physicians, including billing, consulting,
and medical staffing services.
The Debtor commenced operations in 2006. Debtor's business has been
struggling due to increased costs associated with outdated
infrastructure, and difficulty collecting receivables.
The Debtor is seeking more cost-effective means of maintaining
medical health records that would allow Debtor to eliminate the
costs of servers and IT infrastructure. Debtor is currently working
with vendors, including Veradigm, to explore these options.
The Plan proposes to pay administrative and priority claims in full
unless otherwise agreed. The Debtor estimates approximately 10%
will be paid on account of general unsecured claims pursuant to the
Plan.
The following lists the classes of the Debtor's Allowed General
Unsecured Claims and their proposed treatment under the Plan:
* Class 4 Unsecured Claim of United Healthcare Insurance
Company in the amount of $15,389.58. Paid pro rata from the funds
designated for the general unsecured pool. A total distribution to
unsecured creditors in the amount of $40,000 is anticipated over a
period of 5 years with annual distributions of $8,000.00 to be made
by debtor.
* Class 4 Unsecured Claim of Hill Barth, & King, LLC in the
amount of $4,999.00. Paid pro rata from the funds designated for
the general unsecured pool. A total distribution to unsecured
creditors in the amount of $40,000 is anticipated over a period of
5 years with annual distributions of $8,000.00 to be made by
debtor.
* Class 4 Unsecured Claim of Vision Benefits of America, Inc.
dba VBA in the amount of $743.61. Paid pro rata from the funds
designated for the general unsecured pool. A total distribution to
unsecured creditors in the amount of $40,000 is anticipated over a
period of 5 years with annual distributions of $8,000.00 to be made
by debtor.
* Class 6 Unsecured Claim of Intuit Financing, Inc. in the
amount of $11,299.11. Paid pro rata from the funds designated for
the general unsecured pool. A total distribution to unsecured
creditors in the amount of $40,000 is anticipated over a period of
5 years with annual distributions of $8,000.00 to be made by
debtor.
* Class 6 Unsecured Claim of the American Express National
Bank in the amount of $45,509.34. Paid pro rata from the funds
designated for the general unsecured pool. A total distribution to
unsecured creditors in the amount of $40,000 is anticipated over a
period of 5 years with annual distributions of $8,000.00 to be made
by debtor.
* Class 6 Unsecured Claim of First Commonwealth Bank in the
amount of $20,982.93. Paid pro rata from the funds designated for
the general unsecured pool. A total distribution to unsecured
creditors in the amount of $40,000 is anticipated over a period of
5 years with annual distributions of $8,000.00 to be made by
debtor.
The Debtor's plan of reorganization will be funded from the
debtor's income.
A full-text copy of the Plan of Reorganization dated March 21, 2025
is available at https://urlcurt.com/u?l=RLzaqS from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Brian C. Thompson, Esq.
Thompson Law Group, P.C.
301 Smith Drive, Suite 6
Cranberry Township, PA 16066
Tel: (724) 799-8404
Fax: (724) 799-8409
Email: bthompson@thompsonattorney.com
About Independent Physician Services
Independent Physician Services, LLC, is a Pennsylvania Corporation
engaged in the provision of support services for physicians,
including billing, consulting, and medical staffing services.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa.
Case No. 24-23025) on Dec. 13, 2024, listing $100,001 to $500,000
in both assets and liabilities.
Judge John C Melaragno presides over the case.
The Debtor hires Thompson Law Group, P.C. as counsel.
INNOVATION STUDIO: Seeks Chapter 7 Bankruptcy in Massachusetts
--------------------------------------------------------------
Innovation Studio, a Roxbury-based nonprofit that operated
inclusive co-working spaces to support underrepresented
entrepreneurs, has filed for Chapter 7 bankruptcy, according to the
Boston Business Journal (BBJ).
According to the report, filed on April 8, 2025, the bankruptcy
petition lists $701,117 in liabilities and only $27,000 in assets.
Facing insurmountable debt, the organization has opted to liquidate
its assets and wind down operations.
Major creditors include the Boston Impact Initiative, which is owed
$150,000, and the Boston Planning & Development Agency (BPDA),
which is seeking repayment of more than $139,000 in loans and
revenue-sharing fees. Additional creditors named in the filing
include the Cambridge Innovation Center, Worcester Polytechnic
Institute, and Pembroke, the real estate arm of FMR LLC, the parent
company of Fidelity Investments, according to Boston Business
Jorunal.
Chapter 7 bankruptcy typically leads to full liquidation, unlike
Chapter 11, which allows companies to restructure and continue
operations. This filing effectively marks the end of Innovation
Studio's mission-driven work. With a focus on making innovation and
entrepreneurship more accessible, the organization had been a vital
part of local startup ecosystems. Its closure represents a
significant loss for community-based entrepreneurship in Boston and
Providence, the report states.
About Innovation Studio
Innovation Studio is a Roxbury-based nonprofit that operated
inclusive co-working spaces to support underrepresented
entrepreneurs.
Innovation Studio sought relief under Chapter 7 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. Case No. 25-10712) on
April 8, 2025. In its petition, the Debtor lists $701,117 in
liabilities and only $27,000 in assets.
Honorable Bankruptcy Judge Christopher J. Panos handles the case.
The Debtor is represented by John F. Sommerstein, Esq. at Law
Offices Of John F. Sommerstein.
J.D. SAC CONSULTING: Seeks Subchapter V Bankruptcy in Georgia
-------------------------------------------------------------
On April 17, 2025, J.D. SAC Consulting LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Georgia. 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 J.D. SAC Consulting LLC
J.D. SAC Consulting LLC, doing business as Rocket Electric. is an
electrical and lighting contractor based in Kennesaw, Georgia. The
Company provides commercial electrical services, lighting upgrades,
and EV charger installations across 13 U.S. states. Its clients
include major retailers such as Walmart and Hertz.
J.D. SAC Consulting LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-54195)
on April 17, 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 Jeffery W. Cavender handles the case.
The Debtor is represented by William Rountree, Esq. at ROUNTREE,
LEITMAN, KLEIN & GEER, LLC.
JAZN PROPERTIES: Claims to be Paid From Rental Income
-----------------------------------------------------
JAZN Properties LLC filed with the U.S. Bankruptcy Court for the
Southern District of Ohio an Amended Combined Plan of
Reorganization and Disclosure Statement dated March 21, 2025.
The Debtor is a single member LLC which started in June 2017 as a
real estate holding company for the buildings located at 3200
Marshall Drive Amelia, Ohio 45102 (the "Real Estate"), which is
lease to Kansai, Inc. to operate a business which currently employs
17 full-time and 3 part-time employees.
The property is made up of 4 buildings totaling approximately
11,000 square feet of manufacturing and storage space. The property
has been well maintained with a roof replacement on the main
building in 2019.
The tenant, Kansai, is currently in a Chapter 11 Subchapter V in
this Bankruptcy Court. The sole member and 100% owner of the Debtor
and Kansai is Mark Barngrover ("MBarngrover"), who filed a personal
bankruptcy in the Southern District of Ohio, Western Division on
June 20, 2024, case #24-11386. A discharge was entered on October
15, 2024.
While demand for future business remains unclear, current orders
for Kansai have recovered to almost pre-COVID levels which will
allow it to pay future rent to sustain the payment on their Amended
Chapter 11 Plan. The benefit of this Plan is that it will allow
Kansai to continue operations in the Real Estate while providing
employment and benefits to at least 20 individuals.
The Real Estate is currently being rented by Kansai. The income to
the Debtor is based upon the income from Kansai and their
successful reorganization is critical to the success of the
Debtor.
The only unsecured creditor is Huntington for a total of
approximately $505,897.60.
The Debtor will make no monthly payments to the non-priority
unsecured creditors. Their claims are being addressed in the
Chapter 11 Subchapter V plan of Kansai. Any Priority tax claims,
including the claim of the Clermont County Treasurer, will be paid
by the Debtor in full on the Effective Date of the Plan.
Class 5 consists of the Allowed Unsecured Claim of Huntington Bank.
The Class 5 creditor will receive no payments under this Plan as
the additional amounts due and owing to Huntington are being
treated as an Allowed Secured Claim in the Affiliate Case. Class 5
is impaired under the Plan and, accordingly, is entitled to vote to
accept or reject the Plan.
Class 6 consists of the Equity Interest of sole member of the
Debtor, Mark Barngrover. Class 6 shall retain its equity interest
in the Debtor but shall receive no payment or dividends, during the
term of the Plan.
The Debtor anticipates that it will be able to pay current
operation expenses from the rent of Kansai.
On and after the Effective Date, the Reorganized Debtor will
implement the terms of the Plan. After the Effective Date, the
Reorganized Debtor may buy, use, acquire, and dispose of its
assets, free of any restrictions contained in the Bankruptcy Code.
A full-text copy of the Combined Plan and Disclosure Statement
dated March 21, 2025 is available at https://urlcurt.com/u?l=RD70M0
from PacerMonitor.com at no charge.
About JAZN Properties LLC
JAZN Properties LLC is the fee simple owner of four buildings
located at 3200 Marshall Drive, Amelia, Ohio 45102 having an
appraised value of $800,000.
JAZN Properties sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12575) on
Nov. 1, 2024. In the petition filed by Mark Barngorver, as
managing member, the Debtor reports total assets of $800,600 and
total liabilities of $1,536,071.
Bankruptcy Judge Beth A. Buchanan handles the case.
The Debtor is represented by:
Eric W. Goering, Esq.
GOERING & GOERING
220 West Third Street
Cincinnati, OH 45202
Tel: (513) 621-0912
E-mail: eric@goering-law.com
JEFDAN PROPERTIES: Taps Grossbart Portney and Rosenberg as Counsel
------------------------------------------------------------------
Jefdan Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Grossbart, Portney and
Rosenberg, PA as counsel.
The firm will render these services:
(a) file the required schedules, statements, and reports,
settlement negotiations;
(b) advise concerning administration of the estate;
(c) file necessary motions, defense of any contested matters
or adversary proceedings involving the Debtor in this court; and
(d) confirm the Disclosure Statement and Plan.
Robert Grossbart, Esq., an attorney at Grossbart, Portney and
Rosenberg, 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:
Robert N. Grossbart, Esq.
Grossbart, Portney and Rosenberg P.A.
One Charles Center
100 N. Charles St. 20th Floor
Baltimore, MD 21201
Telephone: (410) 837-0590
About Jefdan Properties
Jefdan Properties, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Md. Case No. 25-12364) on March 19,
2025, listing under $1 million in both assets and liabilities.
Robert N. Grossbart, Esq., at Grossbart, Portney and Rosenberg P.A.
represents the Debtor as bankruptcy counsel.
KANSAI INC: Amends Huntington National Claims Pay Details
---------------------------------------------------------
Kansai Inc., d/b/a American Woodworking Company, submitted an
Amended Plan of Reorganization dated March 21, 2025.
The benefit of this Plan is that it will allow a small business to
continue operations while providing employment and benefits to at
least 20 individuals. The benefit to all creditors is that they
will receive a portion of their outstanding prepetition debt, with
the possibility of a higher return if the Reorganized Debtor is
successful.
At filing, the accounts receivable were $70,161.00 and the work in
progress was approximately $380,000.00, most of which was for work
on current projects. Were the Debtor to close operations and
liquidate, it is anticipated that there would be a back charge by
clients who would have to employ other firms to complete the work,
reducing the collectible amount. The equipment value is primarily
in woodworking equipment. Huntington has disputed the valuation
provided by the Debtor.
Unsecured creditors shall receive at least 10% of their Allowed
Unsecured Claims with potential higher recoveries up to payment in
full if and to the extent that there are any Additional Profit
Sharing Distributions.
The length of the Plan from the Effective Date shall be 55 months.
A final payment in the amount to satisfy a minimum 10%
distribution, if payment to Allowed Unsecured Claimants does not
total 10% of the claim, will be made between months 56 to 60.
Class 3 consists of the Secured Claim of The Huntington National
Bank. In partial repayment of the Huntington Full Claim, Huntington
shall be granted an Allowed Secured Claim in the amount of the
Huntington Full Claim less the amount of the Huntington Secured
Claim (as defined in the Affiliate Plan (including attorney's
fees), expenses, interest, and other charges which may have accrued
prior to the Effective Date (the "Huntington Secured Claim"). The
balance of the Huntington Full Claim (i.e. the Huntington Full
Claim less the Huntington Secured Claim) will be treated as
fully-secured and repaid through the Affiliate Case, as more fully
set forth in the plan filed in that Affiliate Case (the "Affiliate
Plan").
To repay the Huntington Secured Claim, beginning on the First
Distribution Date and continuing on the first day of each
successive month thereafter, the Debtor shall pay to Huntington in
cash or cash equivalent monthly payments of principal and interest
in an amount sufficient to amortize the Huntington Secured Claim
over 55 months at an interest rate of the WSJ Prime Rate plus 2.00%
per annum.
Like in the prior iteration of the Plan, Class 7 creditors will
receive payments under the Plan from the Debtor's net disposable
income over the commitment period. The Debtor has provided
projections with the Plan indicating its general projected monthly
performance over the life of the Plan, and, based on those
projections, Class 7 creditors shall receive at least 10% of their
Allowed Unsecured Claims.
During the period from the Confirmation Date up to and including
the Effective Date, the Debtor may continue to operate the
business, subject to all applicable orders of the Bankruptcy
Court.
In a consensual Plan, on and after the Effective Date, the
Reorganized Debtor will implement the terms of the Plan. After the
Effective Date, the Reorganized Debtor may buy, use, acquire, and
dispose of its assets, free of any restrictions contained in the
Bankruptcy Code.
In a non-consensual Plan, the Debtor, in cooperation with the
Subchapter V Trustee, will implement the terms of the Plan. After
the Effective Date, the Reorganized Debtor may continue to operate
subject to the restrictions contained in the confirmed Plan.
A full-text copy of the Amended Plan dated March 21, 2025 is
available at https://urlcurt.com/u?l=nRi8uc from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Eric W. Goering, Esq.
Goering & Goering, LLC
220 West Third Street
Cincinnati, OH 45202
Telephone: (513) 621-0912
About Kansai Inc.
Kansai, Inc. is an architectural millwork and metal fabrication
company specializing in custom manufacturing for the hospitality
industry including bars, restaurants, and retail.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12574) on November 1,
2024. In the petition signed by Mark Barngrover, president, the
Debtor disclosed $167,577 in assets and $2,072,772 in liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering and Goering, represents the
Debtor as legal counsel.
LEISURE INVESTMENTS: Hires Verita Global as Administrative Advisor
------------------------------------------------------------------
Leisure Investments Holdings, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants, LLC, doing business as Verita
Global, as administrative advisor.
The firm will provide these services:
(a) assist with, among other things, the preparation of the
Debtors' schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, and statements of
financial affairs;
(b) generate, provide, and assist with claims objections,
exhibits, claims reconciliation, and related matters;
(c) assist, with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing any
appropriate reports required in furtherance of confirmation of any
Chapter 11 plan;
(d) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results for any
Chapter 11 plan(s) in the Chapter 11 cases; and
(e) provide such other claims processing, noticing,
solicitation, balloting, and administrative services.
The hourly rates of the firm's professionals are as follows:
Technology/Programming Consultant $28 - $76
Consultant/Senior Consultant/Director $52 - $192
Securities/Solicitation Consultant $196
Securities Director/Solicitation Lead $200
In addition, the firm will seek reimbursement for expenses
incurred.
Evan Gershbein, an executive vice president at Verita Global,
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:
Evan J. Gershbein
Verita Global
2335 Alaska Ave.
El Segundo, CA 90245
Telephone: (310) 823-9000
About Leisure Investments Holdings
Leisure Investments Holdings LLC and affiliates are operating under
the name "The Dolphin Company," manage over 30 attractions,
including dolphin habitats, marinas, water parks, and adventure
parks, located in eight countries across three continents. Their
primary operations are based in Mexico, the United States, and the
Caribbean, with locations in Jamaica, the Cayman Islands, the
Dominican Republic, and St. Kitts. These attractions are home to
approximately 2,400 animals from more than 80 species of marine
life, including a variety of marine mammals such as dolphins, sea
lions, manatees, and seals, as well as birds and reptiles. As of
2023, the marine mammal population at the Debtors' parks includes
roughly 295 dolphins, 51 sea lions, 18 manatees, and 18 seals.
Leisure Investments Holdings LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case 25-10606) on
March 31, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $100 million and $500 million each.
Honorable Bankruptcy Judge Laurie Selber Silverstein handles the
case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
Riveron Management Services, LLC as restructuring advisor; and
Kurtzman Carson Consultants, LLC d/b/a Verita Global, as claims &
noticing agent.
LEISURE INVESTMENTS: Seeks to Hire Riveron as Restructuring Advisor
-------------------------------------------------------------------
Leisure Investments Holdings, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Riveron Management Services, LLC as restructuring advisor.
Riveron will provide Robert Wagstaff as chief restructuring officer
(CRO) and certain additional personnel to the Debtors.
The CRO and additional personnel will render these services:
A. Restructuring Tasks
(a) perform general due diligence on the Debtors to gain
an understanding of its capital structure, contractual commitments,
and current situation; and
(b) develop, evaluate, and execute restructuring
strategies for the Debtors and contingency planning and
preparations.
B. Financial and Cash Management Tasks
(a) oversee all cash and liquidity management;
(b) prepare 13-week cash flows that are integrated with
the Debtors' business and operational needs and restructuring
strategies and that identifies future liquidity/financing
alternatives;
(c) assist with treasury functions, including
disbursements of Debtors' monies, assets or other value, debt
monitoring and compliance, cash management, and banking
relationships;
(d) assist with accounting functions, including payroll,
tax, and the books and records of the Debtors;
(e) assist with financial management functions including
preparation of and review of the annual budget, preparation and
review of monthly financial statements and various financial
reporting packages;
(f) convert the Debtors' cash forecast to a traditional
weekly cash forecast format;
(g) provide interested parties with weekly cash forecast
updates with variance analysis for previous week(s);
(h) evaluate process and controls related to corporate
management of divisional/company disbursements; and
(i) assist the Debtors with improvements to ineligibles
process and balance.
C. Operational Tasks
(a) oversee and direct the operations of the Debtors, at
the direction of the independent director and in consultation with
their other advisors;
(b) identify future operational improvements, fixed cost
reductions, and future restructuring requirements as needed;
(c) review operational improvement actions taken in
current and prior years and understand the run-rate benefits;
(d) develop a strategy for and provide assistance in
negotiations with major suppliers to address costs and working
capital impacts;
(e) assess operations and the development, as requested,
of operational improvement plans;
(f) evaluate unprofitable divisions/lines of business and
provide recommendations; and
(g) provide the Debtors with a thorough understanding of
the issues and challenges faced by it.
D. Business Plans and Transactions
(a) evaluate the reasonableness of the Debtors' financial
projections and operating plan for the purpose of effectuating a
recapitalization as appropriate;
(b) evaluate various values of the Debtors' assets under
different scenarios;
(c) work with the Debtors, as appropriate, and their
professionals to assist with any acquisitions or divestitures;
(d) prepare a bottom-up plan (BS, IS and CF) for
specified time periods, bridging this plan to actual results;
(e) identify inefficiencies incurred and suggest
improvements;
(f) develop alternative strategies to assist the Debtors
in negotiations with its stakeholders that demonstrate the
viability of it or alternative restructuring strategies; and
(g) review the Debtors' capital needs to prioritize the
required capital projects and review anticipated returns.
E. Chapter 11 Related Services
(a) evaluate the short-term Debtor-prepared cash flows
and financing requirements of the Company as it relates to the its
Chapter 11 proceedings;
(b) assist the Debtors in their planned Chapter 11
proceedings;
(c) assist the Debtors in obtaining court approval for
use of cash collateral or other financing including developing
forecasts and information;
(d) assist the Debtors with respect to their
bankruptcy-related claims management and reconciliation process;
(e) assist the Debtors in development of a plan of
reorganization, including preparation of a liquidation analysis,
historical financial data and projections; and
(f) assist management, where appropriate, in
communications and negotiations with other constituents critical to
the successful execution of the Debtors' bankruptcy proceedings;
and
(g) work with the Debtors, as appropriate, and their
retained investment banking professionals, to assess any offer(s)
made pursuant to bankruptcy court-approved sale procedures;
F. General
(a) assist the Debtors in communications with key
constituents, as requested, including lenders, equity holders,
customers, and/or other stakeholders;
(b) assist management, where appropriate, in
communications and negotiations with stakeholders critical to the
successful execution of the Debtors' near-term business plan; and
(c) other services as directed by the Debtors and as
agreed to by Riveron.
The firm's temporary staffs will be paid at these hourly rates:
Rob Wagstaff, CRO $1,030
Michael Correra, Temporary Staff $1,160
Don MacKenzie, Temporary Staff $1,160
Jabier Arbeloa, Temporary Staff $895
Michael Flynn, Temporary Staff $800
Roberto Erana, Temporary Staff $800
Campbell Hughes, Temporary Staff $800
Eduardo Moyano, Temporary Staff $800
Matias Marambio Calvo, Temporary Staff $695
Blazo Vukmanovic, Temporary Staff $595
Vann Crawford, Temporary Staff $595
Robert Clark, Temporary Staff $595
Caleb Esquivel, Temporary Staff $565
The firm's professionals will be paid at these hourly rates:
Managing Director to Senior Managing Director $895 - $1,160
Director to Senior Director $695 - $885
Manager to Associate Director $595 - $685
Associate to Senior Associate $465 - $585
Administrative to Analyst $275 - $390
In addition, the firm will seek reimbursement for expenses
incurred.
The firm requested a retainer in the amount of $500,000 from the
Debtor.
Mr. Wagstaff 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:
Robert Wagstaff
Riveron Management Services, LLC
2515 McKinney Ave
Dallas, TX 75201
Telephone: (460) 300-5733
About Leisure Investments Holdings
Leisure Investments Holdings LLC and affiliates are operating under
the name "The Dolphin Company," manage over 30 attractions,
including dolphin habitats, marinas, water parks, and adventure
parks, located in eight countries across three continents. Their
primary operations are based in Mexico, the United States, and the
Caribbean, with locations in Jamaica, the Cayman Islands, the
Dominican Republic, and St. Kitts. These attractions are home to
approximately 2,400 animals from more than 80 species of marine
life, including a variety of marine mammals such as dolphins, sea
lions, manatees, and seals, as well as birds and reptiles. As of
2023, the marine mammal population at the Debtors' parks includes
roughly 295 dolphins, 51 sea lions, 18 manatees, and 18 seals.
Leisure Investments Holdings LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case 25-10606) on
March 31, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $100 million and $500 million each.
Honorable Bankruptcy Judge Laurie Selber Silverstein handles the
case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
Riveron Management Services, LLC as restructuring advisor; and
Kurtzman Carson Consultants, LLC d/b/a Verita Global, as claims &
noticing agent.
LEISURE INVESTMENTS: Taps Young Conaway Stargatt as Legal Counsel
-----------------------------------------------------------------
Leisure Investments Holdings, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Young Conaway Stargatt & Taylor LLP as counsel.
The firm will provide these services:
(a) provide legal advice and services regarding the Local
Rules, practices, and procedures and providing substantive and
strategic advice on how to accomplish the Debtors' goals in
connection with the prosecution of the Chapter 11 cases, bearing in
mind that the court relies on counsel such as Young Conaway to be
involved in all aspects of each bankruptcy proceeding;
(b) review comment, and/or prepare drafts of documents to be
filed with the court as counsel to the Debtors;
(c) appear in court and at any meeting with the U.S. Trustee
and any meeting of creditors at any given time on behalf of the
Debtors as their counsel;
(d) perform various services in connection with the
administration of the Chapter 11 cases; and
(e) perform all other services assigned by the Debtors to
Young Conaway as their counsel.
The firm's counsel and staff will be paid at these hourly rates:
Robert Brady, Partner $1,500
Seean Greecher, Partner $1,085
Allison Mielke, Partner $860
Jared Kochenash, Associate $680
Carol Thompson, Associate $580
Benjamin Carver, Associate $515
Brynna Gaffney, Associate $500
Roger Sharp, Associate $500
Beth Olivere, Paralegal $385
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Brady 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:
Robert Brady, Esq.
Young Conaway Stargatt & Taylor LLP
Rodney Square
100 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: rbrady@ycst.com
About Leisure Investments Holdings
Leisure Investments Holdings LLC and affiliates are operating under
the name "The Dolphin Company," manage over 30 attractions,
including dolphin habitats, marinas, water parks, and adventure
parks, located in eight countries across three continents. Their
primary operations are based in Mexico, the United States, and the
Caribbean, with locations in Jamaica, the Cayman Islands, the
Dominican Republic, and St. Kitts. These attractions are home to
approximately 2,400 animals from more than 80 species of marine
life, including a variety of marine mammals such as dolphins, sea
lions, manatees, and seals, as well as birds and reptiles. As of
2023, the marine mammal population at the Debtors' parks includes
roughly 295 dolphins, 51 sea lions, 18 manatees, and 18 seals.
Leisure Investments Holdings LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case 25-10606) on
March 31, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $100 million and $500 million each.
Honorable Bankruptcy Judge Laurie Selber Silverstein handles the
case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel;
Riveron Management Services, LLC as restructuring advisor; and
Kurtzman Carson Consultants, LLC d/b/a Verita Global, as claims &
noticing agent.
LITTLE MINT: Poyner Spruill Represents Riach Parties & Greene
-------------------------------------------------------------
Joanne Wu-White of Poyner Spruill LLP filed a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of The Little Mint, Inc.,
the firm represents:
1. Riach FTP, LLC Series 5 RS; Riach Family Properties, LLC Series
5 RS; Riach NC Investments, LLC; and Riach NC Properties, LLC
(collectively, the "Riach Parties")
2. Greene Ad-Cal Property, LLC ("Greene")
Poyner Spruill represents the Riach Parties as creditors and
parties in interest. Poyner Spruill represents Greene as a creditor
and party in interest.
The Riach Parties and Greene have each been informed of the firm's
representation of additional parties as set forth and believe that
there is no conflict of interest with respect to such
representation.
The law firm can be reached at:
POYNER SPRUILL LLP
Joanne Wu-White, Esq.
301 S. College Street, Ste. 2900
Charlotte, NC 28202-6021
Telephone: (704) 342-5274
Email: jwu-white@poynerspruill.com
About The Little Mint Inc.
The Little Mint, Inc. owns multiple Hwy 55 Burgers, Shakes & Fries
restaurants. It conducts business under the name Hwy 55 Burgers
Shakes & Fries and is based in Mount Olive, N.C.
Little Mint sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.C. Case No. 24-04510) on Dec. 31, 2024. In its
petition, the Debtor reported assets between $1 million and $10
million and liabilities between $10 million and $50 million.
Judge Joseph N. Callaway presides over the case.
Rebecca F. Redwine, Esq., at Hendren, Redwine & Malone, PLLC, is
the Debtor's legal counsel.
LIVEONE INC: Fails to Meet Nasdaq Bid Price Rule
------------------------------------------------
LiveOne, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that it received a notification
letter from the Listing Qualifications Department of The Nasdaq
Stock Market, LLC notifying the Company that, based on the closing
bid price for the 30 consecutive business days from March 28, 2025,
the listing of the Company's shares of common stock was not in
compliance with Nasdaq Listing Rule 5550(a)(2) to maintain a
minimum bid price of $1.00 per share.
The letter from Nasdaq has no immediate effect on the listing of
the Company's common stock on The Nasdaq Capital Market. In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
a period of 180 calendar days from March 28, 2025, to regain
compliance with the Bid Price Rule. To regain compliance during
this 180-day compliance period, the closing bid price of the
Company's shares of common stock must be at least $1.00 for a
minimum of ten consecutive business days.
In the event that the Company does not regain compliance with the
Bid Price Rule prior to the expiration of the 180-day compliance
period, the Company may be eligible for an additional 180-day
compliance period. To qualify, the Company will be required to meet
the continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq
Capital Market, with the exception of the Bid Price Rule, and will
need to provide written notice of its intention to cure the
deficiency during the second compliance period, by effecting a
reverse share split, if necessary. If the Company is not able to
meet these requirements, the Company will receive written
notification from Nasdaq that the Company's shares are subject to
delisting. At that time, the Company may appeal the relevant
delisting determination to a hearings panel pursuant to the
procedures set forth in the applicable Nasdaq Listing Rules.
However, there can be no assurance that, if the Company does appeal
the delisting determination by Nasdaq to the panel, that such
appeal would be successful.
The Company will continue to actively monitor the closing bid price
of its common stock and will evaluate available options to resolve
the deficiency and regain compliance with the Bid Price Rule. There
can be no assurance that the Company will be able to regain
compliance with the Bid Price Rule and thereby to maintain the
listing of its common stock on The Nasdaq Capital Market.
About LiveOne
Headquartered in Beverly Hills, California, LiveOne, Inc. --
www.liveone.com -- is a creator-first, music, entertainment and
technology platform focused on delivering premium experiences and
content worldwide through memberships and live and virtual events.
The Company is a pioneer in the acquisition, distribution and
monetization of live music events, Internet radio,
podcasting/vodcasting and music-related membership, streaming and
video content. Through its comprehensive service offerings and
innovative content platform, it provides music fans the ability to
listen, watch, attend, engage and transact. Serving a global
audience, the Company's mission is to bring the experience of live
music and entertainment to consumers wherever music and
entertainment is watched, listened to, discussed, deliberated or
performed around the world.
Los Angeles, Calif.-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated July 1, 2024. The report cited
that the Company has suffered recurring losses from operations,
negative cash flows from operating activities and has a net capital
deficiency. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
As of Dec. 31, 2024, LiveOne reported $56.22 million in total
assets, $55.09 million in total liabilities, and $1.13 million in
total equity.
MAJESTIC OAK: Claims to be Paid From Available Cash 7 Sale Proceeds
-------------------------------------------------------------------
Majestic Oak Estate Ltd. filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Disclosure Statement describing
Plan of Reorganization dated March 21, 2025.
The Debtor is a Florida limited partnership that was formed in
September 2013. The Debtor is a real estate developer. It owns 2
parcels of real property located in Mims, Brevard County, Florida.
The Court has approved the sales of both parcels of property in its
Order: (I) Approving Sale of Debtor's Property Free And Clear of
All Interests; (II) Authorizing And Approving The Purchase
Agreement; and (III) Granting Related Relief and Order Granting
Amended Motion to Sell Real Property.
The Debtor's real property is located in Mims, Florida. The
Debtor's business operations are conducted from San Antonio,
Texas.
The Debtor was involved in complex litigation with its site
contractor, Anderson Place Construction, LLC ("APC"), which
effectively ended all of the Debtor's efforts to develop its
property. As a result, the Debtor sought relief in Chapter 11 to
allow the Debtor to provide for an orderly liquidation of its
properties.
During the case, the Debtor was able to resolve all disputes with
APC through a Mediated Settlement Agreement that was approved by
the Court in its Order Granting Motion to Approve Compromise or
Settlement Between the Debtor and Anderson Place Construction,
LLC.
Class 5 consists of General Unsecured Claims. The holders of
Allowed Unsecured Claims shall receive a pro rata distribution of
all funds that the Debtor has on hand, including the funds
available from the sale of the Car Lot Property and the Development
Property, after payment of all (a) Administrative Expenses, (b)
United States trustee fees, and (c) the Allowed Claims in Classes 1
to 4. This Class is impaired.
Class 4 consists of Interests of the Debtor. Interest holders will
retain their Interests in the Debtor. The Plan does not alter the
legal, equitable or contractual rights of Interest holders.
The payments under the Plan will be funded from the following
sources:
* the Debtor's cash on hand;
* the proceeds from the sale of the Car Lot Property; and
* the proceeds from the sale of the Development Property.
The Debtor's Motion to Sell the Car Lot Property provides that the
Debtor will receive $150,000.00 at closing and a promissory note
from Teresi Auto Sales, LLC in the principal amount of $120,000.00
(the "Teresi Note"). The Teresi Nore will be secured by a first
priority mortgage against the Car Lot Property. The Teresi Note
shall provide for monthly payments of principal and interest of
$886.79, which is calculated based on amortizing the principal
amount of the note over 25 years at 7.5% interest. The Teresi Note
shall mature/balloon three years from the date of origination. The
Debtor anticipates filing a motion requesting authority to sell the
Teresi Note so that the Teresi Note can be liquidated sooner than
its 3-year term and unsecured creditors will receive their
distributions earlier.
A full-text copy of the Disclosure Statement dated March 21, 2025
is available at https://urlcurt.com/u?l=nGYBtE from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Kenneth D. Herron, Jr., Esq.
Herron Hill Law Group, PLLC
Orlando, Florida 32802
Telephone: (407) 648-0058
E-mail: chip@herronhilllaw.com
About Majestic Oak Estate Ltd.
Majestic Oak Estates G.P. LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06488) on
November 27, 2024. In the petition filed by Gene A. Liguori, Jr. as
member, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
Honorable Bankruptcy Judge Tiffany P. Geyer oversees the case.
The Debtor is represented by Jeffrey S. Ainsworth, Esq., at
BRANSONLAW, PLLC, in Orlando, Florida.
MANA GROUP: Seeks to Tap Mullin Hoard & Brown as Legal Counsel
--------------------------------------------------------------
Mana Group Pharmacies, LLC, doing business as Brown's Pharmacy,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Mullin Hoard & Brown LLP as legal
counsel.
The firm will provide these services:
(a) prepare all legal papers necessary to comply with the
requisites of the United States Bankruptcy Code and Bankruptcy
Rules;
(b) counsel the Debtor regarding preparation of Operating
Reports; Motions for Use of Cash Collateral, and development of
Chapter 11 Plan; and
(c) provide all other legal services ordinarily associated
with a bankruptcy case.
The firm will be paid at these hourly rates:
Partners and Associates $225 - $550
Paralegals $155 - $200
Law Clerks $110
The firm received a retainer of $50,000 from the Debtor.
David Langston, Esq., an attorney at Mullin Hoard & Brown,
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:
David R. Langston, Esq.
Mullin Hoard & Brown LLP
P.O. Box 2585
Lubbock, TX 79408
Telephone: (806) 765-7491
Facsimile: (806) 765-0553
Email: drl@mhba.com
About Mana Group Pharmacies
Mana Group Pharmacies, LLC, operating as Brown's Pharmacy, is an
independent, locally owned pharmacy in Irving, Texas, serving the
Irving, Las Colinas, and Greater Dallas-Fort Worth areas since
1973. The pharmacy focuses on providing personalized, friendly
customer service, distinguishing itself from larger chain
pharmacies. Services include prescription refills, compounding,
delivery, vaccines, wound care, MEDSYNC (medication
synchronization), and PakMyMeds (a free medication packaging
service). Additionally, the pharmacy acts as an Amazon Hub,
securely accepting and storing Amazon packages for customers.
Mana Group Pharmacies filed Chapter 11 petition (Bankr. N.D. Tex.
Case No. 25-31057) on March 27, 2025, listing $332,938 in assets
and $4,952,261 in liabilities. Christopher Tapper, managing member
of Mana Group Pharmacies, signed the petition.
David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., is the
Debtor's legal counsel.
MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 22.7% Equity Stake
---------------------------------------------------------------
Rahul Mewawalla disclosed in a Schedule 13D (Amendment No. 3) filed
with the U.S. Securities and Exchange Commission that as of March
31, 2025, he beneficially owned 4,262,481 shares of Mawson
Infrastructure Group Inc.'s Common Stock, representing 22.7% of the
18,792,360 shares of Common Stock outstanding, as per the Company's
annual report on Form 10-K filed on March 28, 2025.
Rahul Mewawalla may be reached through:
Mawson Infrastructure Group Inc.
950 Railroad Avenue
Midland, PA 15059
Tel: (412) 515-0896
A full-text copy of Mr. Mewawalla's SEC report is available at:
https://tinyurl.com/2mfzv9x2
About Mawson Infrastructure Group
Mawson Infrastructure Group specializes in data centers for Bitcoin
miners and AI firms.
Mawson Infrastructure Group's creditors filed a Chapter 11
involuntary petition against the company (Bankr. D. Del. Case No.
24-12726) on December 4, 2024. The petitioning creditors include W
Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and
Rayra Pty Ltd.
The petitioners' counsel is Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell.
Judge Mary F. Walrath handles the case.
MODIVCARE INC: Pays $15M in PIK Interest on Second Lien Notes
-------------------------------------------------------------
As reported in the Current Reports on Form 8-K filed by ModivCare
Inc. with the U.S. Securities and Exchange Commission on March 11
and 14, 2025, the Company has issued $301,165,000 in aggregate
principal amount of its 5.000%/10.000% Second Lien Senior Secured
PIK Toggle Notes due 2029, the interest with respect to which is
payable in cash or payable-in-kind semi-annually in arrears
beginning on April 1, 2025, in exchange for $30,000,000 cash and
$271,165,000 in aggregate principal amount of the Company's then
outstanding 5.000% Senior Notes due 2029.
The financings completed in conjunction with the issuance of the
Second Lien Notes were completed in connection with and in addition
to the establishment by the Company of an incremental term loan
facility, in an aggregate principal amount of $75,000,000, under
the Company's Credit Agreement, dated as of February 3, 2022 (as
amended through the Fifth Amendment thereto dated as of January 9,
2025, with JPMorgan Chase Bank, N.A., as administrative agent,
swing line lender and an issuing bank, Wells Fargo Bank, National
Association, as an issuing bank, Truist Bank and Wells Fargo Bank,
National Association, as co-syndication agents, Deutsche Bank AG
New York Branch, Bank of America, N.A., Regions Bank, Bank of
Montreal and Capital One, National Association, as co-documentation
agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and
Wells Fargo Securities, LLC, as joint bookrunners and joint lead
arrangers, and the other lenders party thereto, all as further
described in the Current Report on Form 8-K filed by the Company
with the Commission on January 10, 2025. The Company completed
these financings in furtherance of its disclosed objectives of
managing and maintaining liquidity in support of the Company's
operational needs while executing on its strategic initiatives to
monetize assets and ultimately reduce indebtedness.
In furtherance of the foregoing, the Company has elected, for the
interest period from October 1, 2024, through March 31, 2025, to
make its initial interest payment with respect to its Second Lien
Notes as a payment-in-kind in lieu of a cash interest payment. As a
result, on April 1, 2025, the Company paid $15,058,250 in PIK
interest with respect to the Second Lien Notes by issuing
additional Second Lien Notes. Following this PIK interest payment,
the aggregate principal amount of outstanding Second Lien Notes is
$316,223,250. Prior to each future interest payment, the Company
will evaluate whether to elect a PIK interest payment or a cash
interest payment with respect to the then outstanding Second Lien
Notes, considering at that time its liquidity and other relevant
factors and strategic objectives.
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.
At December 31, 2024, ModivCare had 1,654,332,000 in total assets,
1,692,806,000 in total liabilities, and (38,474,000 in total
stockholders' deficit.
* * *
S&P Global Ratings lowered its issuer credit rating on ModivCare
Inc. to 'CCC+' from 'B-'. The outlook is negative.
MP MIDCO: S&P Assigns 'B-' ICR on Emergence from Bankruptcy
-----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-
based MP Midco Holdings LLC (d/b/a Maker's Pride) and its 'B-'
issue-level rating and '3' recovery to its $725 million senior
secured term loan maturing 2030.
The stable outlook reflects Maker's Pride’s significantly reduced
debt burden and S&P's expectation it will increase its revenue in
2026, enabling it to maintain sufficient liquidity to fund its
estimated free cash flow deficits through fiscal year 2026 as it
continues to execute its transformation plan.
Maker's Pride emerged from bankruptcy on March 31, 2025, after
filing for Chapter 11 protection in November 2024. Prior to its
bankruptcy, the company operated under the name H-Food Holdings LLC
(d/b/a Hearthside Food Solutions). Maker’s Pride's revised
capital structure comprises a $187.5 million asset-based lending
(ABL) facility and a $725 million senior secured term loan, which
represents a reduction of more than $1.9 billion of debt relative
to its prepetition capital structure (including the repayment of
its debtor-in-possession [DIP] financing).
The 'B-' issuer credit rating and stable outlook reflect Maker's
Pride's reduced debt burden and improved liquidity position, as
well as our expectation for a gradual recovery in its operating
performance. Upon its emergence from bankruptcy, the company
reduced its debt burden by 72% to $725 million from almost $2.6
billion. Maker's Pride's liquidity has also rebounded sharply
following the issuance of its exit facilities, including just over
$420 million of cash and full availability under its $188 million
ABL revolving credit facility (subject to outstanding letters of
credit and the borrowing base). Profit declines due to weaker
end-market demand, higher costs, and manufacturing inefficiencies,
as well as pressures stemming from its heavy debt load and
increased interest expense, led to a sharp deterioration in the
company's liquidity in 2023 and 2024, eventually causing it to file
for bankruptcy in November 2024.
S&P said, "Given its reduced debt load, we forecast Maker's Pride's
interest burden will decline by about $165 million this year
relative to fiscal year 2023. Notwithstanding its improved credit
metrics, we believe the company's revenue will continue to decline
in 2025, given our expectation for weaker macroeconomic conditions
and pressured packaged food volumes. However, we believe Maker's
Pride's revised capital structure (including its pro forma cash
balance of $420 million upon emergence) will provide it with
substantially greater financial flexibility to execute its
transformation plan and improve its operational performance over
the next 12-24 months.
"Under our base-case forecast, we expect S&P Global
Ratings-adjusted debt to EBITDA of 7.6x in fiscal year 2025,
improving to 6.9x in fiscal year 2026. We also forecast Maker's
Pride will report free operating cash flow (FOCF) deficits in
fiscal years 2025 and 2026 as it navigates a challenging operating
environment while rebuilding its working capital levels to support
its future expansion.
"Our assessment of Maker's Pride's business risk reflects its
continued operational challenges, stemming from the declines in
consumer volumes, yet market-leading position and improving EBITDA
generation. The company's operating performance continues to be
negatively affected by end-market trends, including weak consumer
demand for packaged food products and elevated customer insourcing
of their production volumes to save costs. Moreover, Maker's
Pride's ability to win new business was impaired during its Chapter
11 filing because of concerns around its eventual emergence from
bankruptcy. We expect ongoing end-market headwinds, coupled with
execution risk, will cause the company's revenue to decline through
2025. That said, we project a modest rise in Maker's Pride's
revenue in 2026 supported by new business wins and modest price
increases. We also project the company will improve its S&P Global
Ratings-adjusted EBITDA margin to 5.8% in fiscal year 2025 and 6.1%
in fiscal year 2026, from 5.2% in fiscal year 2023
(pre-bankruptcy), on its continuous improvement initiatives focused
on increasing its process efficiency and upskilling its plant
workforce, among other things."
While Maker's Pride faces operational challenges over the next
several quarters, this is somewhat offset by its strong market
position as the largest North American contract manufacturer of
food products in the refrigerated and frozen, baking, and bars and
packaging categories. The company's market position is supported by
its extensive manufacturing footprint of 27 facilities across the
U.S. and Canada, with agile-at-scale and flexible manufacturing
capabilities, and its ability to meet complex compliance
standards.
S&P said, "Our assessment of Maker's Pride's financial risk
reflects that, despite the significant reduction, its leverage
remains elevated. We forecast the company's leverage will remain
elevated in the mid- to high-6.0x range for the next several
quarters. Additionally, because of the restructuring fees and
expenses associated with its bankruptcy and operational headwinds
this year, we expect Maker's Pride will generate negative FOCF
through fiscal year 2026. While we do not expect a significant
improvement in the company's credit metrics over the next 24
months, we believe its sufficient liquidity of more than $600
million provides it with a cushion to absorb a modest operating
underperformance if the consumer environment remains subdued for
longer than we currently project. The stable outlook reflects our
view that there is limited risk Maker's Pride's capital structure
will become unsustainable, despite our forecast for FOCF deficits
through fiscal year 2026.
"The rating reflects our expectation for operational improvements
stemming from the company's ongoing transformation plan, yet high
execution risk associated with its initiatives. Maker's Pride is
currently working on a five-pronged turnaround plan focused on
accelerating its expansion, driving operational improvements,
optimizing its network, integrating and standardizing its
processes, revamping its talent acquisition practices, and shifting
its organizational culture. While we forecast the company will
increase its revenue and profitability in fiscal year 2026 on the
benefits from its transformation plan, there is significant
execution risk related to the rebuilding of its customer
relationships, filling the excess capacity in its manufacturing
plants, and returning to growth. Maker's Pride also has a limited
timeline to improve its operations because additional cash burn,
due to operational missteps or implementation delays, could weaken
its liquidity.
"The stable outlook reflects Maker’s Pride's significantly
reduced debt burden and our expectation it will increase its
revenue in 2026 while also expanding its profitability through its
transformation initiatives. The outlook also reflects our
expectation that the company’s revised capital structure
(including a substantial cash balance) will provide it with
sufficient liquidity to fund its estimated FOCF deficits through
fiscal 2026 as it continues to execute its transformation plan."
S&P could lower its rating on Maker's Pride if S&P believes its
capital structure is unsustainable due to a deterioration in its
FOCF, a decline in its interest coverage to less than 1.5x, or
liquidity constraints. This could occur if the company:
-- Cannot execute its transformational plan while increasing its
revenue and profitability in 2026;
-- It experiences major manufacturing disruptions that lead to the
loss of key customers, lower sales, and weaker overhead absorption;
or
-- It adopts more aggressive financial policies that entail large
debt-financed acquisitions or dividends.
While unlikely over the next 12 months, S&P could raise its rating
on Maker's Pride if S&P expects it will reduce its leverage below
6.5x and generate positive FOCF on a sustained basis. This could
occur if:
-- The company deleverages through a sustained expansion of its
organic top-line revenue while improving its profitability; and
-- It demonstrates conservative financial policies by avoiding
large, debt-financed dividends or acquisitions.
MP OCTOPUS: Court OKs MP Big Ben Pizza Biz to Sam Storter
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has approved MP Octopus Pizza LLC and its affiliates,
along with MP Big Ben Pizza LLC to sell Marco's Pizza Store #8117
MP Big Ben Pizza LLC's Property, free and clear of liens,
interests, and encumbrances.
The Applicable Debtor is engaged in the ownership of a pizza
franchise located at 1408 Dale Mabry Hwy., Lutz, Pinellas County,
Florida 33548.
The Court has authorized the Debtor to sell its furniture,
fixtures, and equipment "as is" and free and clear of any liens,
claims, interests, encumbrances and security interests of any kind
to Sam Storer or assigns, with the purchaser conforming to the
Marco's Franchising, LLC's approved franchisee person or entity for
a lump sum payment of $170,000.
The Court ordered that the liens of all secured creditors,
specifically including Regions Bank, d/b/a Ascentium Capital and
Navitas Credit Corp., will attach to the proceeds from the sale to
the same extent, validity, and priority as the liens currently
exist against the Purchased Items.
The net sale proceeds, after payment of closing costs, will be
tendered as follows: $8,050 to Navitas with the remaining balanced
to Ascentium.
About MP Octopus Pizza LLC
MP Octopus Pizza LLC, doing business as Marco's Pizza, filed
Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-06739) on
November 15, 2024, with $50,001 to $100,000 in assets and $500,001
to $1 million in liabilities. Terry Burkholder, manager of MP
Octopus Pizza, signed the petition.
Judge Catherine Peek McEwen oversees the case.
The Debtor is represented by: Buddy D. Ford, Esq., at BUDDY D.
FORD, P.A.
NANOVIBRONIX INC: Aurora Cassirer Resigns as Director
-----------------------------------------------------
NanoVibronix, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on April 1, 2025,
Aurora Cassirer submitted her resignation as a member of the board
of directors, which resignation became effective immediately.
Ms. Cassirer served as a member of the audit committee, corporate
governance and nominating committee, and compensation committee.
Ms. Cassirer's resignation was not in connection with any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices, or any other matter.
About NanoVibronix
Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation,
commenced operations on October 20, 2003, and is a medical device
company focusing on noninvasive biological response-activating
devices that target wound healing and pain therapy and can be
administered at home without the assistance of medical
professionals.
Southfield, Mich.-based Zwick CPA, PLLC, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Mar. 31, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, citing that the Company
has suffered recurring losses from operations and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
As of September 30, 2024, NanoVibronix had $4.7 million in total
assets, $2.8 million in total liabilities, and $1.9 million in
total stockholders' equity.
NB 700 LOGAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NB 700 Logan, LLC
180 Avenida La Pata, 2nd Floor
San Clemente, CA 92673
Business Description: NB 700 Logan, LLC owns four apartment
buildings, two quadruplexes, and a single-
family residence in Logan, Utah, with a
combined comparable sale value of $4.7
million.
Chapter 11 Petition Date: April 21, 2025
Court: United States Bankruptcy Court
District of Delaware
Case No.: 25-10747
Judge: Hon. Karen B Owens
Debtor's Counsel: Charles J. Brown, III, Esq.
GELLERT SEITZ BUSENKELL & BROWN, LLC
1201 N. Orange Street
Suite 300
Wilminton, DE 19801
Tel: 302-425-5813
Fax: 302-425-5814
Email: cbrown@gsbblaw.com
Total Assets: $4,702,387
Total Liabilities: $5,095,448
The petition was signed by Patrick Nelson as managing member.
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/L2FAWIQ/NB_700_Logan_LLC__debke-25-10747__0001.0.pdf?mcid=tGE4TAMA
NEWKIRK NOSTRAND: Seeks to Hire Robert M. Marx as Legal Counsel
---------------------------------------------------------------
Newkirk Nostrand East SPE Owner, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Robert M. Marx, Esq., an attorney practicing in Northport, New
York, as bankruptcy counsel.
The attorney will provide these services:
(a) advise the Debtor of its rights, powers and duties;
(b) negotiate with creditors of the Debtor, and work out a
plan of reorganization and take the necessary legal steps to
effectuate such a plan;
(c) prepare the necessary legal papers required for the Debtor
who seeks protection from its disputed and legitimate creditors
under Chapter 11 of the Bankruptcy Code;
(d) appear before the Bankruptcy Court to protect the
interests of the Debtor and represent it in all matters pending
before the court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of its assets;
(g) represent the Debtor in connection with obtaining
post-petition financing;
(h) take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
(i) perform all other legal services for the Debtor in this
Chapter 11 case that may be necessary for the preservation of the
its estate and to promote its best interests, its creditors, and
the estate.
The attorney will be billed at $250 per hour plus out-of-pocket
expenses.
Mr. Marx disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
Robert M. Marx, Esq.
1019 Fort Salonga Rd., Ste. 10
Northport, NY 11768
About Newkirk Nostrand East SPE Owner
Newkirk Nostrand East SPE Owner, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No.
25-41056) on March 4, 2025, listing up to $10 million in both
assets and liabilities.
Judge Jil Mazer-Marino oversees the case.
Robert M. Marx, Esq., represents the Debtor as legal counsel.
NORDICUS PARTNERS: Reports $1.5M Loss on $2.5M Revenue for Q3 2024
------------------------------------------------------------------
Nordicus Partners Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.5 million on $2.5 million of revenue for the three
months ended December 31, 2024, compared to a net loss of $74,990
on zero revenue for the three months ended December 31, 2023.
For the nine months ended December 31, 2024, the Company reported a
net loss of $2.3 million on $5,000 of revenue, compared to a net
loss of $214,076 on zero revenue for the same period in 2023.
The Company has nominal revenue and has incurred losses since
inception resulting in an accumulated deficit of $46.2 million as
of December 31, 2024. As a result, the Company's current funds will
not be sufficient to meet our needs for more than 12 months from
the date of issuance of these financial statements. Accordingly,
there is substantial doubt about the ability to continue as a going
concern.
As of December 31, 2024, the Company had $59.7 million in total
assets, $888,869 in total liabilities, and $58.8 million in total
shareholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/cs5a6dv9
About Nordicus Partners
Headquartered in Beverly Hills, Calif., Nordicus Partners
Corporation is a financial consulting company specializing in
providing Nordic companies with the best possible conditions to
establish themselves in the U.S. market. The Company leverages
management's combined 90+ years of experience in the corporate
sector, serving in various capacities both domestically and
globally. Additionally, Nordicus operates as a business incubator,
offering support resources and services such as office space, legal
and accounting services, and marketing expertise to facilitate a
smooth transition for companies entering the U.S. marketplace.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated July 2, 2024, citing that the
Company has an accumulated deficit, net losses, and minimal
revenue. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern.
NORTH AMERICAN SEALING: Seeks Chapter 11 Bankruptcy in Texas
------------------------------------------------------------
On April 17, 2025, North American Sealing Solutions LLC 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 50 and 99 creditors. The petition states funds will not be
available to unsecured creditors.
About North American Sealing Solutions LLC
North American Sealing Solutions LLC is a manufacturer based in
Fort Worth, Texas, specializing in sealing products and machined
components for industries like oil and gas. Founded in 2010 by Tom
Oswald, the Company produces items such as O-rings, seals, rubber
products, and rebuild kits.
North American Sealing Solutions LLC sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-41374)
on April 17, 2025. In its petition, the Debtor reports estimated
assets nd 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. at JOYCE W.
LINDAUER ATTORNEY, PLLC.
NOVABAY PHARMACEUTICALS: Reports $7.2 Million Net Loss in 2024
--------------------------------------------------------------
NovaBay Pharmaceuticals, Inc. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K for the fiscal
year ended December 31, 2024.
Financial Condition, Liquidity and Capital Resources:
NovaBay Pharmaceuticals said, "We have incurred net losses and
generated negative cash flows from operations since inception and
expect to incur losses as we pursue our strategic initiatives,
including the Dissolution. Our net losses from continuing
operations were $7.2 million and $6.1 million for the years ending
December 31, 2024 and 2023, respectively. As of December 31, 2024,
our cash and cash equivalents were $430 thousand, compared to $2.9
million as of December 31, 2023. Our cash and cash equivalents as
of December 31, 2024 included cash received from the Bridge Loan.
As of December 31, 2024, our Bridge Loan had a balance of
approximately $0.5 million, which was subsequently repaid upon the
closing of the Avenova Asset Sale on January 17, 2025, at which
time the collateral securing the Bridge Loan was also released.
"On March 25, 2024, the Company issued unsecured convertible notes
to four secured parties that have an aggregate principal amount of
$525,000 or will be convertible into an aggregate of 107,146
shares. The principal amount of the Unsecured Convertible Notes
does not accrue interest and is payable to the secured parties upon
maturity in March 2026, unless earlier converted into common stock.
For additional information regarding the 2023 Private Placement and
the Unsecured Convertible Note.
"Subsequent to December 31, 2024, on January 17, 2025, we completed
the Avenova Asset Sale for which we received net proceeds of
approximately $10.5 million, and we completed the Wound Care
divestiture on January 8, 2025 where we received net proceeds of
$0.5 million.
"Based on our funds available on December 31, 2024, together with
the net proceeds subsequently received from the Avenova Asset Sale,
management believes that the Company's existing cash and cash
equivalents will be sufficient to enable the Company to meet its
planned operating expenses at least through April 2, 2026. However,
there is uncertainty with respect to our strategic direction, as
the Dissolution is subject to stockholder approval and we are also
exploring other potential strategic alternatives that may be
available to us, and, as a result, when we do pursue our strategic
direction, there may be unknown or potential future claims and
liabilities that may arise or changing circumstances that may cause
the Company to expend cash significantly faster than currently
anticipated because of factors beyond its control," the Company
concluded.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/nyan3dyr
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.
As of Dec. 31, 2024, the Company had $3.4 million in total assets,
$3.6 million in total liabilities, and a total stockholders'
deficit of $129,000.
* * *
This concludes the Troubled Company Reporter's coverage of NovaBay
Pharmaceuticals, Inc. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
NP HAMPTON: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: NP Hampton Ridge, LLC
180 Avenida La Pata, 2nd Flr
San Clemente, CA 92673
Business Description: NP Hampton Ridge, LLC shares joint tenancy
ownership of a triplex property located at
6871 East 700 North, Logan, UT 84321. The
property has a comparable market value of
$1,086,400.
Chapter 11 Petition Date: April 21, 2025
Court: United States Bankruptcy Court
District of Delaware
Case No.: 25-10748
Judge: Hon. Karen B Owens
Debtor's Counsel: Charles J. Brown, III, Esq.
GELLERT SEITZ BUSENKELL & BROWN, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: 302-425-5813
Fax: 302-425-5814
Email: cbrown@gsbblaw.com
Total Assets: $1,086,400
Total Liabilities: $5,039,050
Patrick Nelson signed the petition in his role as managing member.
A full-text copy of the petition, which includes a list of the
Debtor's 11 unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/IA3QR5A/NP_Hampton_Ridge_LLC__debke-25-10748__0001.0.pdf?mcid=tGE4TAMA
OYA RENEWABLES: Court OKs Chap. 11 Liquidation After Asset Sales
----------------------------------------------------------------
Alex Wittenberg of Law360 reports that on Monday, April 21, 2025, a
Delaware bankruptcy judge approved Oya Renewables' plan to
liquidate under Chapter 11, with creditor support, months after the
solar energy company sold the majority of its assets for $39
million.
About Oya Renewables
Oya Renewables EquipmentCo LLC -- https://oyarenewables.com/ -- is
a solar energy firm with offices in Boston and Toronto.
Oya Renewables sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12575) on November 7,
2023. In the petition filed by John Shepherd, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $100 million and $500 million each.
The Debtor is represented by Edmon L. Morton, Esq. at Young Conaway
Stargatt & Taylor, LLP.
P3 HEALTH: Stockholders OK Reverse Stock Split
----------------------------------------------
P3 Health Partners Inc. held a Special Meeting of Stockholders at
which a quorum was present.
Holders of the Company's Class A common stock, par value $0.0001
per share, and Class V common stock, par value $0.0001 per share,
as of the close of business on February 24, 2025, the record date
for the Special Meeting, were each entitled to one vote per share.
The voting results for the proposals considered and voted upon at
the Special Meeting, each of which was described in the Company's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on March 3, 2025.
Proposal 1 - Approval of amendments to the Company's amended and
restated certificate of incorporation to effect a reverse stock
split of the Company's Class A common stock and Class V common
stock at a ratio ranging from any whole number between 1-for-10 and
1-for-60, as determined by the Company's Board of Directors in its
discretion, subject to the Board's authority to abandon such
amendments.
* Votes FOR: 227,773,176
* Votes AGAINST: 9,377,137
* Votes ABSTAINED: 10,925
* Broker Non-Votes: 0
Proposal 2 - Approval of the adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not
sufficient votes at the time of the Special Meeting to approve
Proposal 1.
* Votes FOR: 227,648,046
* Votes AGAINST: 9,484,329
* Votes ABSTAINED: 28,863
* Broker Non-Votes: 0
Proposals 1 and 2 were approved. No other matters were submitted to
or voted on by the Company's stockholders at the Special Meeting.
Reverse Stock Split:
The timing of implementation and final ratio of the Reverse Stock
Split will be determined by the Board without further approval or
authorization of the Company's stockholders and will be included in
a public announcement.
About P3 Health Partners
Henderson, Nev.-based P3 Health Partners Inc is a patient-centered
and physician-led population health management company and, for
accounting purposes, the successor to P3 Health Group Holdings, LLC
and its subsidiaries after the consummation of a series of business
combinations in December 2021 with Foresight Acquisition Corp. As
the sole manager of P3 LLC, P3 operates and controls all of the
business and affairs of P3 LLC and P3's only assets are equity
interests in P3 LLC.
Las Vegas, Nev.-based BDO USA, P.C., the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Mar. 27, 2025, attached to the Company's Annual Report on Form 10-K
for the year ended Dec. 25, 2024, citing that the Company has
suffered recurring losses from operations and has working capital
deficiencies that raise substantial doubt about its ability to
continue as a going concern.
As of Dec. 31, 2024, the Company had $783.4 million in total
assets, $633.9 million in total liabilities, and a total
stockholders' equity of $75.9 million.
PARAMOUNT INTERMODAL: Seeks to Hire Levene Neale as Legal Counsel
-----------------------------------------------------------------
Paramount Intermodal Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Levene, Neale, Bender, Yoo & Golubchik LLP as general bankruptcy
counsel.
The firm will render these services:
(a) advise the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee;
(b) advise the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims and
interests of creditors;
(c) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless it is represented in
such proceeding or hearing by other special counsel;
(d) conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in any adversary proceeding except
to the extent that any such adversary proceeding is in an area
outside of the firm's expertise or which is beyond its staffing
capabilities;
(e) prepare and assist the Debtor in the preparation of
reports, applications, pleadings and orders;
(f) represent the Debtor with regard to obtaining use of
debtor-in-possession financing and/or cash collateral;
(g) assist the Debtor in any asset sale process;
(h) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization and the
preparation and approval of a disclosure statement in respect of
the plan; and
(i) perform any other services which may be appropriate in the
firm's representation of the Debtor during its bankruptcy case.
The firm will be paid at these rates:
Attorneys $495 to $725 per hour
Paraprofessionals $300 per hour
The firm received the sum of $50,000 which constituted a
pre-bankruptcy retainer.
Ron Bender, Esq., an attorney at Levene, Neale, Bender, Yoo &
Golubchik, 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:
Ron Bender, Esq.
Levene, Neale, Bender, Yoo & Golubchik LLP
2818 La Cienega Avenue
Los Angeles, California 90034
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: rb@lnbyg.com
About Paramount Intermodal Systems
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., at Levene, Neale,
Bender, Yoo & Golubchik LLP.
PROJECT PIZZA: Taps Binder Malter Harris & Rome-Banks as Counsel
----------------------------------------------------------------
Project Pizza Sunset, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Binder
Malter Harris & Rome-Banks LLP as general reorganization counsel.
The firm will render these services:
(a) assist the Debtor in protecting and preserving the
interests of secured and unsecured creditors, maximizing the value
of estate property, and administering that property throughout the
case;
(b) advise the Debtor of its powers and responsibilities under
the Bankruptcy Code;
(c) advise the Debtor generally as general bankruptcy
counsel;
(d) develop, through discussion with parties in interest,
legal positions and strategies with respect to all facets of this
case;
(e) prepare legal papers in connection with representing the
interests of the Debtor;
(f) participate in the resolution of issues related to a plan
of reorganization and the development, approval and implementation
of such plan; and
(g) render such other necessary advice and services that the
Debtor may require in connection with this case.
The hourly rates of the firm's counsel and staff are as follows:
Robert G. Harris $675
Julie H. Rome-Banks $675
Wendy W. Smith $575
Reno Fernandez $575
Meera Balasubramanian $450
Paralegals and Law Clerks $325
The Debtor agreed to pay the firm a retainer in the amount of
$25,000.
Robert Harris, Esq., an attorney at Binder Malter Harris &
Rome-Banks, 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:
Robert G. Harris, Esq.
Binder Malter Harris & Rome-Banks LLP
2775 Park Avenue
Santa Clara, CA 95050
Telephone: (408) 295-1700
Facsimile: (408) 295-1531
Email: rob@bindermalter.com
About Project Pizza Sunset
Project Pizza Sunset LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30258) on April
1, 2025. In the petition signed by Boris Nemchenok, manager, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Robert G. Harris, Esq., at Binder Malter Harris Rome-Banks LLP,
represents the Debtor as legal counsel.
PROSPECT MEDICAL: Seeks to Sell Pennsylvania Hospitals
------------------------------------------------------
Prospect Medical Holdings Inc. and its affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to close Pennsylvania Hospitals.
The Debtors' unequivocal goal was to avoid the closure of the
Pennsylvania Hospitals and allow the facilities to continue to
provide critical healthcare access in Pennsylvania.
Due to the absence of any viable bidder, operator, or third-party
funding source for such hospitals, the Debtors unfortunately have
no choice but to begin closing the Pennsylvania Hospitals and seeks
to close/sell the hospital.
Despite the absence of a transaction related to the Pennsylvania
Hospitals as a whole, the Debtors have received interest from
several parties regarding certain of their assets, including: the
Debtors' ambulatory surgery centers and imaging sites at Crozer
Medical Plaza at Brinton Lake, Crozer Health at Broomall, Media
Medical Plaza, and the Surgery Center at Haverford, the Debtors'
owned real property, including, but not limited to, Taylor
Hospital, Springfield Hospital, and the Delaware County Memorial
Hospital, and any remaining assets of the Debtors, including, but
not limited to, unexpired leases, contracts, inventory, certain
service lines, and FF&E at the Pennsylvania Hospitals.
The Debtors and their non-Debtor affiliates are providers of
healthcare services in California, Connecticut, Pennsylvania, and
Rhode Island. The Company's business can be broadly divided into
two segments: hospital operations, which consist of, among other
things, the ownership and operation of 16 acute care and behavioral
hospitals, providing a wide range of inpatient and outpatient
services spanning multiple states, and physician-related services,
including (a) certain owned and managed medical groups,
independent physician associations, managed services organizations
and risk-taking entities, (b) Prospect Health Plan, Inc., a
Knox-Keene licensed entity, and (c) one licensed acute hospital
operating as Foothill Regional Medical Center. The Physician Co
entities are not Debtors in these chapter 11 cases.
The U.S. Trustee appointed Suzanne Koenig as the patient care
ombudsman in the chapter 11 cases of the Debtors.
The Debtors propose a bid procedure for the sale of the facility
with the following timeline:
-- April 25, 2025 at 12:00 p.m. Bid Deadline
-- April 28, 2025 at 12:00 p.m. Deadline to Inform Qualified
Bidders of Auction (if any)
-- April 29, 2025 at 12:00 p.m. Auction
-- May 1, 2025 Deadline to File Sale Notice(s) and Proposed
Order
-- To be determined. Sale Hearing (if necessary)
If the Debtors receive two or more Bids with respect to the same
Available Assets by the Bid Deadline, the Debtors will conduct an
auction to determine the successful bidder(s).
About Prospect Medical Holdings Inc.
Prospect Medical Holdings owns Roger Williams Medical Center, Our
Lady of Fatima Hospital, and several other healthcare facilities.
Prospect Medical sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 25-80002) on Jan.
11, 2025. In the petition filed by Paul Rundell, chief
restructuring officer, the Debtor estimated assets and liabilities
between $1 billion and $10 billion each.
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
also tapped Alvarez & Marsal North America, LLC as financial
advisor; Houlihan Likey, Inc. as investment banker; and Omni Agent
Solutions, Inc. as claims, noticing & solicitation agent.
On Jan. 29, 2025, the Office of the United States Trustee for
Region 6 appointed an official committee of unsecured creditor in
these Chapter 11 cases. The committee tapped Brinkman Law Group, PC
as efficiency counsel.
PUERTO RICO: Dechert LLP Updates List of PREPA Bondholders
----------------------------------------------------------
The law firm of Dechert LLP filed a seventh verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
to disclose that in the Chapter 11 case of Puerto Rico Electric
Power Authority ("PREPA"), the firm represents PREPA Ad Hoc Group.
Dechert submits this Seventh Verified Statement to update the PREPA
Ad Hoc Group's holdings of Bonds and disclosable economic interests
currently held by its sixteen Members, as of April 3, 2025.
Dechert notes that it does not represent the PREPA Ad Hoc Group as
a committee (as such term is used in the Bankruptcy Code and
Bankruptcy Rules) and does not undertake to, and does not,
represent the interest of, and is not a fiduciary for, any
creditor, party in interests, or entity other than the PREPA Ad Hoc
Group and Invesco.
Dechert has been advised by the Members of the PREPA Ad Hoc Group
that its Members either hold, or manage funds and/or accounts that
hold, collectively, approximately $2.3 billion in aggregate
principal amount of uninsured Bonds, in addition to approximately
$448 million in aggregate principal amount of insured Bonds.
The members of the PREPA Ad Hoc Group and their bond holdings in
PREPA are:
Member Uninsured Bonds Insured Bonds
------- --------------- -------------
AllianceBernstein L.P. $170,415,000 $56,305,000
1345 Avenue of
the Americas,
New York, NY 10105
Aristeia Capital, L.L.C. $41,710,000 $0
One Greenwich
Plaza, Suite 300,
Greenwich, CT
06830
BNY Mellon Funds Trust $14,500,000 $0
201 Washington
Street, 8th Floor,
Boston, MA 02108
Capital Research and Management Co. $287,780,000 $51,275,000
333 South Hope Street, 54th Floor
Los Angeles, CA 90404
Columbia Management Investment
Advisers, LLC $56,975,000 $0
290 Congress Street,
Boston, MA 02210
Delaware Management Company
a series of Macquarie
Investment Management
Business Trust $161,190,000 $0
610 Market Street,
Philadelphia PA 19106
Ellington Management Group, L.L.C. $23,255,000 $0
711 Third Avenue,
New York, NY 10017
Goldman Sachs Asset Management LP $323,127,000 $148,607,000
200 West Street,
New York, NY 10282
Invesco Advisers, Inc. $255,705,000 $124,290,000
225 Liberty Street
New York, NY 10281
MacKay Shields LLC $608,545,000 $26,045,000
1345 Avenue of the Americas
New York, NY 10105
Massachusetts Financial
Services Company $145,060,000 $37,320,000
111 Huntington
Avenue, Boston, MA 02199
One William Street $30,000,000 $0
Capital Management, L.P.,
on behalf of certain
funds it manages or advises
299 Park Ave., Fl. 25,
New York, NY 10171
RUSSELL INVESTMENT COMPANY $26,640,000 $3,980,000
1301 Second Avenue, 18th Floor
Seattle, WA 98101
SIG Structured Products, LLC $3,250,000 $0
401 E. City Avenue, Suite 220
Bala Cynwyd, PA 19004
T. Rowe Price $151,120,000 $130,000
100 E. Pratt Street, BA 0754
Baltimore, MD 21202
Tower Bay Asset Management LP $23,460,000 $0
700 Canal Street, Ste 12E
Stamford, CT 06902
PREPA Ad Hoc Group is represented by:
MONSERRATE SIMONET & GIERBOLINI, LLC
Dora L. Monserrate-Peñagarícano, Esq.
Fernando J. Gierbolini-González, Esq.
Richard J. Schell, Esq.
101 San Patricio Ave., Suite 1120
Guaynabo, PR 00968
Phone: (787) 620-5300
Facsimile: (787) 620-5305
Email: dmonserrate@msglawpr.com
fgierbolini@msglawpr.com
rschell@msglawpr.com
- and -
DECHERT LLP
G. Eric Brunstad Jr., Esq.
Stephen D. Zide, Esq.
David A. Herman, Esq.
1095 Avenue of the Americas
New York, NY 10036
Phone: (212) 698-3500
Facsimile: (212) 698-3599
Email: eric.brunstad@dechert.com
stephen.zide@dechert.com
david.herman@dechert.com
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats. The
governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son
of former governor Pedro Rossello.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at http://bankrupt.com/misc/17
01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case Web site
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
QUINCY HEALTH: S&P Upgrades ICR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings raised its ratings on Quincy Health LLC,
including the issuer credit rating, to 'CCC' from 'CCC-'. The
outlook is negative.
However, given continued tight liquidity and slim covenant headroom
under its ABL facility, S&P believes there remains substantial risk
of a payment default or amendments that it may view as distressed.
S&P said, "We also raised our issue-level rating on the company's
term loan to 'CCC' from 'CCC-'. Our recovery rating remains '4'
(from our last estimate) and reflects our expectation of average
(30%-50%; rounded estimate: 35%) recovery in the event of default.
We also raised our issue-level rating on the company's delayed-draw
term loans to 'B-' from 'CCC+' and maintained a '1' recovery
rating. Our recovery rating of '1' reflects our expectation of very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
default.
"The negative outlook reflects the potential for continued cash
flow deficits, a weak liquidity position, and the risk the company
will engage in a distressed exchange within the next 12 months.
"Our 'CCC' issuer credit rating reflects the ongoing risk for a
distressed exchange given continued cash flow deficits. Quincy
successfully extended all its debt maturities to January 2028 from
April 2025 as it satisfied certain required conditions, including
generating $90 million of EBITDA (measured as of November 2024) and
giving lenders 27.5% of the equity. Quincy also improved its
financial performance in 2024. While we do expect further
improvement in operating performance, it is still uncertain whether
cash flow will turn sustainably positive. We expect reported free
operating cash flow (FOCF) to improve to a deficit of only $10
million to $20 million in 2025 from an $88 million cash flow
deficit in 2024, benefitting from an additional payment-in-kind
(PIK) interest option. In 2026, we expect the PIK option to convert
to cash pay, which will pressure cash flow, contributing to our
belief that cash flow deficits could extend into 2026.
"We expect S&P Global Ratings-adjusted EBITDA margins will improve
to 11.5%-12% in 2025 and 2026, from 8.3% in 2024, benefitting from
the divestiture of loss-generating assets, improving patient
volumes, and easing cost pressures. We expect additional margin
improvement will be limited in 2025 as the company integrates two
hospitals acquired from the Steward bankruptcy in September 2024.
Given the improvements in adjusted EBITDA, we expect S&P Global
Ratings-adjusted leverage will decrease to about 9x-9.5x in 2025
and 2026, compared to 13.4x in 2024. We expect further leverage
improvement is limited due to the compounding PIK debt."
Quincy remains significantly exposed to Medicaid cuts. Republicans
in Congress are aiming to use reconciliation to extend expiring tax
cuts and modify federal spending on programs like Medicaid.
Uncertainty remains regarding the specifics of the Senate
committee's package and how to offset the costs of the proposed tax
cuts. Quincy generated about 21% of its 2024 revenues from
Medicaid. In an unlikely, worst-case scenario where the net
provider tax benefit is removed, S&P expects Quincy's FOCF could
decrease by about $60 million to $80 million, excluding the impact
of any mitigating actions the company might take.
S&P said, "We continue to view liquidity as weak because uses of
cash exceed sources of cash. Quincy had about $6.2 million cash on
hand and limited remaining ability to draw under its ABL facility
as of Dec. 31, 2024. The ABL had $64 million outstanding. We
believe Quincy would require additional financing or an amendment
if its performance deteriorated such that the company was unable to
satisfy its current obligations.
"Our negative rating outlook on Quincy reflects our expectation for
continued weak operating performance, sizable cash flow deficits,
and weak liquidity position.
"We could lower the rating if cash flow falls below our estimates
such that we believe there could be a distressed exchange or a
missed payment within the next six months.
"We could raise the rating if Quincy's cash flow and liquidity
position improves such that the company can address its financial
and nonfinancial obligations beyond the next 12 months."
QUINCY HEALTH: S&P Upgrades ICR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings raised its ratings on Quincy Health LLC,
including the issuer credit rating, to 'CCC' from 'CCC-'. The
outlook is negative.
However, given continued tight liquidity and slim covenant headroom
under its ABL facility, S&P believes there remains substantial risk
of a payment default or amendments that it may view as distressed.
S&P said, "We also raised our issue-level rating on the company's
term loan to 'CCC' from 'CCC-'. Our recovery rating remains '4'
(from our last estimate) and reflects our expectation of average
(30%-50%; rounded estimate: 35%) recovery in the event of default.
We also raised our issue-level rating on the company's delayed-draw
term loans to 'B-' from 'CCC+' and maintained a '1' recovery
rating. Our recovery rating of '1' reflects our expectation of very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
default.
"The negative outlook reflects the potential for continued cash
flow deficits, a weak liquidity position, and the risk the company
will engage in a distressed exchange within the next 12 months.
"Our 'CCC' issuer credit rating reflects the ongoing risk for a
distressed exchange given continued cash flow deficits. Quincy
successfully extended all its debt maturities to January 2028 from
April 2025 as it satisfied certain required conditions, including
generating $90 million of EBITDA (measured as of November 2024) and
giving lenders 27.5% of the equity. Quincy also improved its
financial performance in 2024. While we do expect further
improvement in operating performance, it is still uncertain whether
cash flow will turn sustainably positive. We expect reported free
operating cash flow (FOCF) to improve to a deficit of only $10
million to $20 million in 2025 from an $88 million cash flow
deficit in 2024, benefitting from an additional payment-in-kind
(PIK) interest option. In 2026, we expect the PIK option to convert
to cash pay, which will pressure cash flow, contributing to our
belief that cash flow deficits could extend into 2026.
"We expect S&P Global Ratings-adjusted EBITDA margins will improve
to 11.5%-12% in 2025 and 2026, from 8.3% in 2024, benefitting from
the divestiture of loss-generating assets, improving patient
volumes, and easing cost pressures. We expect additional margin
improvement will be limited in 2025 as the company integrates two
hospitals acquired from the Steward bankruptcy in September 2024.
Given the improvements in adjusted EBITDA, we expect S&P Global
Ratings-adjusted leverage will decrease to about 9x-9.5x in 2025
and 2026, compared to 13.4x in 2024. We expect further leverage
improvement is limited due to the compounding PIK debt."
Quincy remains significantly exposed to Medicaid cuts. Republicans
in Congress are aiming to use reconciliation to extend expiring tax
cuts and modify federal spending on programs like Medicaid.
Uncertainty remains regarding the specifics of the Senate
committee's package and how to offset the costs of the proposed tax
cuts. Quincy generated about 21% of its 2024 revenues from
Medicaid. In an unlikely, worst-case scenario where the net
provider tax benefit is removed, S&P expects Quincy's FOCF could
decrease by about $60 million to $80 million, excluding the impact
of any mitigating actions the company might take.
S&P said, "We continue to view liquidity as weak because uses of
cash exceed sources of cash. Quincy had about $6.2 million cash on
hand and limited remaining ability to draw under its ABL facility
as of Dec. 31, 2024. The ABL had $64 million outstanding. We
believe Quincy would require additional financing or an amendment
if its performance deteriorated such that the company was unable to
satisfy its current obligations.
"Our negative rating outlook on Quincy reflects our expectation for
continued weak operating performance, sizable cash flow deficits,
and weak liquidity position.
"We could lower the rating if cash flow falls below our estimates
such that we believe there could be a distressed exchange or a
missed payment within the next six months.
"We could raise the rating if Quincy's cash flow and liquidity
position improves such that the company can address its financial
and nonfinancial obligations beyond the next 12 months."
REBELLION POINT: Hires Stevens Martin Vaughn & Tadych as Counsel
----------------------------------------------------------------
Rebellion Point Entertainment, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Stevens Martin Vaughn & Tadych PLLC as counsel.
The firm will provide these services:
(a) prepare on behalf of Debtor necessary legal papers;
(b) perform all necessary legal services in connection with
the Debtor's reorganization; and
(c) perform all other legal services for the Debtor which may
be necessary in this Chapter 11 case.
The firm will be paid at these hourly rates:
William Janvier, Attorney $590
Kathleen O'Malley, Attorney $375
Law Clerks/Paralegals $175
The firm received a pre-petition retainer of $20,000 from the
Debtor.
Mr. Janvier disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
William P. Janvier, Esq.
Stevens Martin Vaughn & Tadych PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Telephone: (919) 582-2300
Email: wjanvier@smvt.com
About Rebellion Point Entertainment
Rebellion Point a/k/a East Coast Game Rooms is a family-owned
retailer and outfitter based in Kitty Hawk, North Carolina, with
over four decades of experience in both residential and commercial
entertainment spaces. The Company offers a wide selection of game
room products including arcade machines, billiards, ping pong,
shuffleboard, and custom furniture. It also provides rentals,
delivery, installation, and repair services for customers in the
Outer Banks and broader East Coast region.
Rebellion Point sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 25-01352) on April 14,
2025. In the petition signed by David M. Teague, sole member and
owner, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
Judge Pamela W. McAfee oversees the case.
William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC
represents the Debtor as counsel.
RESHAPE LIFESCIENCES: All Proposals Passed at Special Meeting
-------------------------------------------------------------
Reshape Lifesciences Inc. held a special meeting of stockholders
during which the Company's stockholders approved each of the
following proposals set forth in the Company's definitive proxy
statement for the Annual Meeting filed with the Securities and
Exchange Commission on March 14, 2025:
Proposal 1:
The Company's stockholders authorized the Company's Board of
Directors, in its discretion but in no event later than the one
year anniversary of the Special Meeting, to amend the Company's
Restated Certificate of Incorporation, as amended, to effect a
reverse stock split of the Company's common stock, at a ratio in
the range of 1-for-2 to 1-for-250, such ratio to be determined by
the Board and included in a public announcement.
Proposal 2:
The Company's stockholders approved, in accordance with Nasdaq
Listing Rule 5635(d), the exercisability of 2,703,862 common stock
purchase warrants, and the issuance of the up to 15,132,975 shares
of common stock underlying such warrants, which may be exercised
under a provision that would result in no exercise price being
paid, which warrants were issued to certain institutional investors
and the Company's placement agent in connection with an offering of
securities of the Company that occurred on February 18, 2025.
Proposal 3:
The Company's stockholders approved, in accordance with Nasdaq
Listing Rule 5635(d), the issuance of shares of common stock
pursuant to the equity purchase agreement, dated December 19, 2024,
with a certain institutional investor, which provides that, upon
the terms and subject to the conditions and limitations set forth
therein, the Company has the right, but not the obligation, to sell
to the ELOC Investor up to $5,000,000 of shares of common stock
from time to time over the 36-month term of the ELOC Purchase
Agreement.
About Reshape Lifesciences
Headquartered in Irvine, California, Reshape Lifesciences Inc. --
www.reshapelifesciences.com -- is a premier physician-led
weight-loss solutions company, offering an integrated portfolio of
proven products and services that manage and treat obesity and
associated metabolic disease. The Company's primary operations are
in the following geographical areas: United States, Australia and
certain European and Middle Eastern countries. Its current
portfolio includes the Lap-Band Adjustable Gastric Banding System,
the Obalon Balloon System, and the Diabetes Bloc-Stim
Neuromodulation device, a technology under development as a new
treatment for type 2 diabetes mellitus. There has been no revenue
recorded for the Obalon Balloon System, or the Diabetes Bloc-Stim
Neuromodulation as these products are still in the development
stage.
In its report dated April 4, 2025, the Company's auditor Haskell &
White LLP, issued a "going concern" qualification attached to the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2024, citing that the Company has suffered recurring losses from
operations and negative cash flows. The Company currently does not
generate revenue sufficient to offset operating costs and
anticipates such shortfalls to continue. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
RETO ECO-SOLUTIONS: Regains Minimum Bid Price Compliance
--------------------------------------------------------
As previously disclosed, on January 29, 2025, ReTo Eco-Solutions,
Inc., a British Virgin Islands business company, received a
delisting determination letter from The Nasdaq Stock Market LLC due
to failure to comply with the minimum bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2).
The Company requested a hearing before a Nasdaq Hearings Panel.
Following the hearing before the Panel, at which the Company
outlined its plan of compliance. The Company received a letter,
dated March 28, 2025 from Nasdaq notifying the Company that the
Panel has concluded that the Company has regained compliance with
the Listing Rules of The Nasdaq Stock Market.
The Letter stated that the Company will remain on a Discretionary
Panel Monitor, pursuant to Listing Rule 5815(d)(4)(A), for a
one-year period from the date of the Letter. If, within that
one-year monitoring period, the Panel or the Listing Qualifications
Department finds the Company fails any Nasdaq continued listing
standard, the Company will not be permitted to provide the Staff
with a plan of compliance with respect to such deficiency and the
Staff will not be permitted to grant additional time for the
Company to regain compliance with respect to any deficiency, nor
will the Company be afforded an applicable cure or compliance
period. Rather, the Staff will issue a delisting determination
letter.
About Reto Eco-Solutions
Reto Eco-Solutions, Inc., through its operating subsidiaries in
China, is engaged in the manufacture and distribution of
eco-friendly construction materials (aggregates, bricks, pavers and
tiles), made from mining waste (iron tailings), as well as
equipment used for the production of these eco-friendly
construction materials. Headquartered in Beijing, Peoples Republic
of China, the Company also provides consultation, design, project
implementation and construction of urban ecological protection
projects through its operating subsidiaries in China. It also
provides parts, engineering support, consulting, technical advice
and service, and other project-related solutions for its
manufacturing equipment and environmental protection projects.
Irvine, California-based YCM CPA, Inc., the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 15, 2024. The report highlighted that the Company records an
accumulated deficit as of Dec. 31, 2023, and the Company currently
has net working capital deficit, continued net losses and negative
cash flows from operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
As of June 30, 2024, ReTo Eco-Solutions had $33,671,537 in total
assets, $19,894,564 in total liabilities, and $13,776,973 in total
shareholders' equity.
REVIVA PHARMACEUTICALS: Adds 4.7M Shares for 2020 Incentive Plan
----------------------------------------------------------------
Reviva Pharmaceuticals Holdings, Inc. filed a Registration
Statement with the U.S. Securities and Exchange Commission,
pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933, as amended, to register additional shares of the
Company's common stock, par value $0.0001 per share, issuable under
the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive
Plan.
The number of shares of Common Stock available for issuance under
the 2020 Plan is subject to an annual increase on January 1 of each
year for a period of 10 years, in an amount equal to the lesser
of:
(i) 10% of the total number of shares of Common Stock
outstanding on December 31 of the preceding calendar year or
(ii) such number of shares of Common Stock determined by the
Board of Directors of the Company.
This Registration Statement registers an aggregate of 4,657,919
additional shares of Common Stock available for issuance under the
2020 Plan as a result of the Evergreen Provision, which shares were
automatically made so available on the first day of 2025,
representing 10% of the total number of shares of Common Stock
outstanding on December 31, 2024.
The shares of Common Stock registered pursuant to this Registration
Statement are of the same class of securities as the 2,791,856
shares of Common Stock registered for issuance under the 2020 Plan
pursuant to the currently effective Registration Statement on Form
S-8 (Registration No. 333-279508) filed on May 17, 2024, the
1,443,329 shares of Common Stock registered for issuance under the
2020 Plan pursuant to the currently effective Registration
Statement on Form S-8 (Registration No. 333-270965) filed on March
30, 2023, and the 1,384,761 shares of Common Stock registered for
issuance under the 2020 Plan pursuant to the currently effective
Registration Statement on Form S-8 (Registration No. 333-254551)
filed on March 22, 2021. The information contained in the Company's
Registration Statements on Form S-8 (Registration Nos. 333-254551,
333-270965 and 333-279508) is hereby incorporated by reference
pursuant to General Instruction E. Any items in the Company's
Registration Statements on Form S-8 (Registration Nos. 333-254551,
333-270965 and 333-279508) not expressly changed hereby shall be as
set forth in the Company's Registration Statements on Form S-8
(Registration Nos. 333-254551, 333-270965 and 333-279508).
A full-text copy of the Registration Statement is available at
https://tinyurl.com/d7f3xnb6
About Reviva Pharmaceuticals Holdings
Cupertino, Calif.-based Reviva Pharmaceuticals Holdings, Inc. is a
late-stage biopharmaceutical company that discovers, develops, and
seeks to commercialize next-generation therapeutics for diseases
representing unmet medical needs and burdens to society, patients,
and their families.
As of Dec. 31, 2024, the Company had $15.5 million in total assets,
$14.7 million in total liabilities, and a total stockholders'
equity of $0.8 million.
About Reviva Pharmaceuticals Holdings
Cupertino, Calif.-based Reviva Pharmaceuticals Holdings, Inc. is a
late-stage biopharmaceutical company that discovers, develops, and
seeks to commercialize next-generation therapeutics for diseases
representing unmet medical needs and burdens to society, patients,
and their families.
San Francisco, Calif.-based Moss Adams LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Apr. 2, 2025, attached to the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2024, citing that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
As of Dec. 31, 2024, the Company had $15.5 million in total assets,
$14.7 million in total liabilities, and a total stockholders'
equity of $0.8 million.
REVIVA PHARMACEUTICALS: Reports $29.9 Million Net Loss for 2024
---------------------------------------------------------------
Reviva Pharmaceuticals Holdings, Inc. filed with the U.S.
Securities and Exchange Commission its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2024.
The Company has incurred losses since inception and as of December
31, 2024 the Company had a working capital surplus of approximately
$0.1 million, an accumulated deficit of $164.3 million and cash and
cash equivalents on hand of approximately $13.5 million. The
Company's net loss for the years ended December 31, 2024 and 2023,
was approximately $29.9 million and $39.3 million, respectively.
San Francisco, Calif.-based Moss Adams LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Apr. 2, 2025, attached to the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2024, citing that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
The Company expects to incur significant expenses and increased
operating losses for the next several years. The Company expects
its expenses to increase in connection with its ongoing activities
to research, develop and commercialize its product candidates. The
Company will need to generate significant revenues to achieve
profitability, and it may never do so.
The Company's current cash on hand is not sufficient to satisfy its
operating cash needs for the 12 months from the filing of this
Annual Report on Form 10-K. The Company believes that it has
adequate cash on hand to cover anticipated outlays into the second
quarter of 2025 but will need additional fundraising activities and
cash on hand during the second quarter of fiscal year 2025. The
Company has based this estimate, however, on assumptions that may
prove to be wrong, and could spend available financial resources
much faster than it currently expects. The Company will need to
raise additional funds to continue funding its development efforts
and operations. The Company intends to secure such additional
funding, although there are no guarantees or commitments for
additional funding.
Reviva Pharmaceuticals said, "The amount and timing of our future
funding requirements will depend on many factors, including the
pace and results of our clinical development efforts. The Company
will seek to fund its operations through public or private equity
or debt financings or other sources, which may include
collaborations with third parties. During 2024, the Company raised
capital through registered financial offerings. Adequate additional
financing may not be available to the Company on acceptable terms,
or at all. Should the Company be unable to raise sufficient
additional capital, the Company may be required to undertake
cost-cutting measures including delaying or discontinuing certain
clinical activities. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern within
the next 12 months."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/2xwm2fac
About Reviva Pharmaceuticals Holdings
Cupertino, Calif.-based Reviva Pharmaceuticals Holdings, Inc. is a
late-stage biopharmaceutical company that discovers, develops, and
seeks to commercialize next-generation therapeutics for diseases
representing unmet medical needs and burdens to society, patients,
and their families.
As of Dec. 31, 2024, the Company had $15.5 million in total assets,
$14.7 million in total liabilities, and a total stockholders'
equity of $0.8 million.
RIVERDALE VILLAGE: Fitch Affirms 'B-' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded the rating on the following Riverdale
Finance Corporation, IL income tax securitized bonds to 'BBB-' from
'BB+':
- $7.5 million income tax securitized bonds, series 2018A.
Fitch has also affirmed the Issuer Default Rating (IDR) on the
Village of Riverdale, IL at 'B-'.
The Rating Outlook on the corporation's bonds and the IDR is
Stable.
Entity/Debt Rating Prior
----------- ------ -----
Riverdale Village (IL)
[General Government] LT IDR B- Affirmed B-
Riverdale Finance
Corporation (IL)
/State Allocation –
Income Tax/1 LT LT BBB- Upgrade BB+
Riverdale Village
(IL) /Issuer Default
Rating - General
Government/1 LT LT B- Affirmed B-
IDR
The 'B-' rating reflects the village's 'bb' financial resilience
assessment and 'Weakest' long-term liability burden composite (0th
percentile of the Fitch local government rated portfolio). The
long‐term liability burden is exceptionally high in comparison to
a very weak personal income and governmental revenue base.
The rating also incorporates key rating factors specific to 'BBB-'
and below ratings, including vulnerability to distressed
operations, deferral of essential spending, and risk factors
inherent in Riverdale's debt structure that requires active
management with a very low margin for servicing the village's
direct debt and pension obligations.
Dedicated Tax Bond (DTB)
The upgrade to 'BBB-' from 'BB+' of the state-shared income tax
securitized bond rating is informed by strengthened resiliency of
the structure assessed at 'aa' and improved growth prospects
assessed at 'bbb'. The rating reflects the very strong legal
structure which supports a true sale of the revenues and, in
Fitch's opinion, significantly insulates bondholders from the
village of Riverdale's operating risk. As the structure is a
securitization specifically authorized by state law, pursuant to
Fitch criteria, the rating is capped at six notches above the
village's 'B-' IDR.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
IDR
- Depletion of liquidity, evidence of constrained or persistently
negative cash flow, and/or distressed operations.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
DTB
- A downgrade of the village's IDR below 'B-';
- Sustained declines in pledged revenue growth beyond Fitch's
expectations.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
IDR
- A proven track record of the village making the full actuarially
determined contributions for public safety pension obligations;
- Elimination of deficit balances across the village's funds and
evidence of structural budgetary balance.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
DTB
- An upgrade of the IDR.
SECURITY
The income tax securitized bonds have a first lien on the village's
local share of the statewide income tax. The pledged revenue
includes all distributions under Section 2 of the State Revenue
Sharing Act from the Local Government Distributive Fund (LGDF) of
income tax amounts payable by the state of Illinois to the village.
The lien is closed to additional bonds. Final maturity is on Oct.
1, 2047.
Fitch’s Local Government Rating Model
The Local Government Rating Model generates Model Implied Ratings,
which communicate the issuer's credit quality relative to Fitch's
local government rating portfolio. (The Model Implied Rating will
be the Issuer Default Rating except in certain circumstances
explained in the applicable criteria.) The Model Implied Rating is
expressed via a numerical value calibrated to Fitch's long-term
rating scale that ranges from 10.0 or higher (AAA), 9.0 (AA+), 8.0
(AA), and so forth down to 1.0 (BBB- and below).
Model Implied Ratings reflect the combination of issuer-specific
metrics and assessments to generate a Metric Profile and a
structured framework to account for Additional Analytical Factors
not captured in the Metric Profile that can either mitigate or
exacerbate credit risks. Additional Analytical Factors are
reflected in notching from the Metric Profile and are capped at
+/-3 notches.
Ratings Headroom & Positioning
Riverdale Village Model Implied Rating: '
SAFE & GREEN: Issues $375.7K Promissory Note to Generating Alpha
----------------------------------------------------------------
Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
executed and issued a Promissory Note in favor of Generating Alpha
Ltd. in the aggregate principal amount of $375,700, and an
accompanying Securities Purchase Agreement and Registration Rights
Agreement.
The Note was purchased by the Lender for a purchase price of
$300,560, representing an original issue discount of $75,140. The
Note shall bear interest at a rate of 15% per annum, with the
understanding that the first twelve months of interest under the
Node (equal to $56,355), shall be guaranteed and earned in full as
of the Issue Date. Any amount of Principal or interest due under
the Note which is not paid when due shall bear interest at 18% per
annum. The Company shall make monthly payments on the Note in the
amount of $43,205.50, due and payable on the 6th of each month
commencing on June 6, 2025, and ending on March 6, 2026. The
Company may accelerate the payment date of any Amortization Payment
by giving notice to the Lender.
If the Company fails to pay any Amortization Payment when due, in
addition to all other rights under the Note, the Lender shall have
the right to convert at any time any portion of the Note at a price
per share equal to the Market Price. "Market Price" shall mean the
lesser of:
(i) the then applicable conversion price under the Note or
(ii) 80% of the lowest closing price of the Company's shares of
common stock, par value $0.01 on any trading day during the ten
trading days prior to the conversion date.
If an event of default occurs under the Note, then, in addition to
all other rights under the Note, the Lender shall have the right to
convert at any time any portion of the Note at a price per share
equal to the Alternate Price. "Alternate Price" shall mean the
lesser of:
(i) the then applicable conversion price,
(ii) the closing price of the Common Stock on the date of the
event of default (provided, however, that if such date is not a
trading day, then the next trading day after the event of default),
or
(iii) $0.52 (subject to adjustment as provided in the Note).
The total cumulative number of shares of Common Stock issued to
Lender under the Note, together with the SPA and RRA, may not
exceed the requirements of Nasdaq Listing Rule 5635(d), except that
is the number of shares of Common Stock issued to Lender reaches
the Nasdaq 19.99% Cap, the Company, at its election, will use
reasonable commercial efforts to obtain stockholder approval of the
Note and the issuance of additional conversion shares, in
accordance with the requirements of Nasdaq Listing Rule 5635(d). If
the Company is unable to obtain such Approval, any remaining
outstanding balance of the Note must be repaid in cash.
Among others, the following shall be considered events of default
under the Note:
* if the Company fails to pay an Amortization Payment when due
on the Note;
* the Company fails to perform or observe any covenant, term,
provision, condition, agreement, or obligation of the Company under
the Note, the SPA, or the RRA;
* the Company shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or
business.
After an Event of Default, in addition to all other rights under
the Note, the Lender shall have the right to convert any portion of
the Note at any time at a price per share equal to the Alternate
Price. The "Alternate Price" shall mean the lesser of:
(i) the applicable conversion price under the Note,
(ii) the closing price of the Common Stock on the date of the
Event of Default, or
(iii) $0.52.
So long as the Company has any obligation under the Note, the
Company shall not, without the Lender's written consent: pay,
declare, or set apart for such payment, any dividend or other
distribution; redeem, repurchase, or otherwise acquire any shares
of capital stock the Company; repay any indebtedness of the
Company; or sell, lease, or otherwise dispose of any significant
portion of the Company's assets outside the ordinary course of
business.
Commencing 60 days after free trading shares of Common Stock are
available to the Lender, the Company may deliver a notice to the
Lender of its election to redeem the outstanding balance together
with all unpaid interest accrued thereon of the Note for cash at a
redemption price equal to: 110% multiplied by the then-outstanding
balance together with all unpaid interest accrued thereon of the
Note. Upon receipt of the Optional Redemption Notice, the Lender
shall have the option to convert up to 1/3 of the outstanding
balance of the Note at the lower of the fixed conversion price or
the alternative conversion price. If a change of control occurs, an
additional 5% premium would be owed on the outstanding balance.
About Safe & Green
Safe & Green Holdings Corp. is a modular solutions company
headquartered in Miami, Florida. The company specializes in the
development, design, and fabrication of modular structures,
focusing on safe and green solutions across various industries.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated Mar. 31, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, citing that the Company
has incurred net losses since its inception, negative working
capital, and negative cash flows from operations, which raises
substantial doubt about its ability to continue as a going
concern.
As of Dec. 31, 2024, the Company had $6,071,524 in total assets,
$18,531,832 in total liabilities, and a total stockholders' deficit
of $12,460,308.
SEARS HOLDINGS: S.C. Declines to Hear Mall of America Lease Dispute
-------------------------------------------------------------------
Vince Sullivan of Law360 reports that on April 21, 2025, the U.S.
Supreme Court declined to hear a dispute between the owner of
Minnesota's Mall of America and Sears Holding Corp. over the
transfer of a century-long anchor store lease, allowing a lower
court's ruling to stand that the lease does not constitute a "true"
contract.
About Sears Holdings Corp.
Sears Holdings Corporation -- http://www.searsholdings.com/--
began as a mail ordering catalog company in 1887 and became the
world's largest retailer in the 1960s. At its peak, Sears was
present in almost every big mall across the U.S., and sold
everything from toys and auto parts to mail-order homes. Sears
claims to be a market leader in the appliance, tool, lawn and
garden, fitness equipment, and automotive repair and maintenance
retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings left it with 687 retail
stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands
as of mid-October 2018. At that time, the Company employed 68,000
individuals.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets against $11.33 billion in total liabilities.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal allowed 425 stores to remain open and provided
ongoing employment to 45,000 employees.
The new parent is Transform SR Brands LLC, doing business as
Transformco, referred to as "New Sears". Transform is an American
privately held company formed on Feb. 11, 2019, to acquire some of
the assets of Sears Holdings Corporation. The new company is owned
by Eddie Lampert's ESL Investments.
SHARING SERVICES: Heng Fai Entities Hold 96% Equity Stake
---------------------------------------------------------
Heng Fai Ambrose Chan, Heng Fai Holdings Limited, Alset Inc., HWH
International Inc., Alset International Limited, and Global
Biomedical Pte. Ltd., disclosed in a Schedule 13D (Amendment No. 3)
filed with the U.S. Securities and Exchange Commission that as of
March 31, 2025, Heng Fai Ambrose Chan beneficially owned an
aggregate of 4,266,999 shares of Sharing Services Global Corp.'s
common stock, $0.0001 par value.
This total includes 86 shares held by Heng Fai Holdings Limited,
2,550,305 shares held by Alset Inc. (including debt convertible
into 2,500,000 shares), debt and warrants held by HWH International
Inc. convertible into 1,636,906 shares, 30,524 shares held by Alset
International Limited, 8,904 shares held by Global Biomedical Pte.
Ltd., and 39,650 shares held personally by Mr. Chan. These shares
represent 96% of the 309,652 outstanding shares of SHARING SERVICES
GLOBAL Corp's common stock as of March 31, 2025.
Heng Fai Ambrose Chan may be reached through:
Chan Heng Fai
9 Temasek Boulevard #16-04, Suntec Tower Two
Singapore, 038989
Tel: 011 65 6333 9181
About Sharing Services
Headquartered in Plano, Texas, Sharing Services Global Corporation
currently markets and distributes health and wellness products
primarily in the U.S. and Canada, and delivers its member-based
travel services, primarily in the U.S., using a direct selling
business model. The Company markets its health and wellness
products through its proprietary website: www.thehappyco.com; and
its member-based travel services using www.mytravelventures.com.
Currently, the Company is in the process of revamping its
subscription-based travel services and plans to relaunch it in
November 2024.
Jericho, New York-based Grassi & Co., CPAs, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated July 1, 2024, citing that the Company (i) has incurred
losses and negative cash flows from operations for consecutive
years, (ii) has an accumulated deficit and negative equity, which
raise substantial doubt about its ability to continue as a going
concern.
As of September 30, 2024, Sharing Services Global had $6,257,230 in
total assets, $10,470,791 in total liabilities, and $4,213,561 in
total stockholders' deficit.
SHARPLINK GAMING: Exchanges Preferred Shares for Common Stock
-------------------------------------------------------------
SharpLink Gaming, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it entered into an
exchange agreement with Alpha Capital Anstalt, whereby, pursuant to
the terms conditions set forth in the Exchange Agreement and in
reliance on Section 3(a)(9) of the Securities Act of 1933, as
amended, 7,202 shares of the Company's Series A-1 Preferred Stock
and 12,481 shares of the Company's Series B Preferred Stock held by
Alpha were exchanged for 464,195 shares of SharpLink's common stock
and 535,805 prefunded warrants to purchase shares of SharpLink's
common stock at an exercise price of $0.001.
With the exchange of Alpha's Existing Securities for Common Stock
and Prefunded Warrants, SharpLink no longer has any Series A-1
Preferred Stock or Series B Preferred Stock issued and
outstanding.
Historical Background:
On July 26, 2021, Mer Telemanagement Solutions Ltd., New SL
Acquisition Corp., a wholly owned subsidiary of MTS and privately
held SharpLink, Inc. entered into an Agreement and Plan of Merger.
Pursuant to the Merger Agreement, Merger Sub merged with and into
SharpLink, Inc., with SharpLink, Inc. surviving as a wholly owned
subsidiary of Legacy MTS. Following the Merger, we changed our name
from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. On
a fully-diluted basis for the Combined Company, SharpLink, Inc.
shareholders owned approximately 86% of the Combined Company
(inclusive of a stock option pool of 10% of the fully-diluted
outstanding share capital of the Combined Company), and MTS's
securityholders owned approximately 14% of the fully-diluted
outstanding capital of the Combined Company.
As a result of the Merger, each outstanding share of SharpLink,
Inc. common stock was converted into the right to receive SharpLink
Israel ordinary shares, calculated pursuant to the Exchange Ratio.
Each outstanding share of SharpLink, Inc. Series A Preferred Stock
was converted into the right to receive SharpLink Israel Series A-1
Preferred Stock, calculated pursuant to the Exchange Ratio. Each
outstanding share of SharpLink, Inc. Series A-1 Preferred Stock was
converted into the right to receive SharpLink Israel Series A-1
Preferred Stock, calculated pursuant to the Exchange Ratio. Each
outstanding share of SharpLink, Inc. Series B Preferred Stock was
converted into the right to receive SharpLink Israel Series B
Preferred Stock, calculated pursuant to the Exchange Ratio.
Alpha Financings:
In September 2018, Legacy MTS entered into a securities purchase
agreement with Alpha for the investment in a newly-created class of
convertible preferred shares, at a price per preferred share of
$1.14. The price per share was determined based on a 15% discount
to the volume weighted average price of our ordinary shares for the
three trading days preceding the signing of the term sheet with
Alpha Capital in June 2018. In June 2018, Alpha invested $200,000
in consideration for the issuance of 175,439 of our Ordinary
Shares. In October 2018, our shareholders approved the Alpha
Capital SPA and the transactions contemplated thereby and the
adoption of amended and restated articles of association and
certain changes to the structure of our Board of Directors.
The Alpha Capital SPA included a greenshoe option for a future
investment by Alpha of up to $1.5 million in the newly created
preferred shares at a price per preferred share of $1.14 during the
12 months period following the closing date of the Alpha Capital
SPA. On March 29, 2019, Alpha exercised its option in part and
purchased 109,649 convertible preferred shares in consideration of
$125,000. On June 17, 2019, Alpha exercised its greenshoe option in
part and purchased 438,597 additional convertible preferred shares
in consideration of $500,000. In October 2019, our Board approved
the extension of the term of the greenshoe option by six months
until April 30, 2020. On December 31, 2019, Alpha Capital purchased
144,737 additional convertible preferred shares in consideration of
$165,000 pursuant to its greenshoe option. On June 23, 2020, Alpha
Capital exercised its greenshoe option in part and purchased
622,807 convertible preferred shares in consideration of $710,000.
In addition, it converted 200,000 and 600,000 preferred shares into
ordinary shares at a 1:1 ratio on June 14, 2020 and June 22, 2020,
respectively. The greenshoe option has been exercised in full.
In connection with a closing condition of the Merger Agreement with
Legacy MTS and SharpLink, Alpha invested $6.0 million in exchange
for approximately 2.8 million shares of SharpLink Series B
Preferred Stock.
On February 13, 2024, the Company completed its redomestication
from Israel to Delaware and SharpLink Israel's Series A-1 Preferred
Stock and Series B Preferred Stock were converted on a 1:1 basis
for SharpLink's Series A-1 Preferred Stock and Series B Preferred
Stock.
About SharpLink Gaming
Headquartered in Minneapolis, Minnesota, SharpLink --
http://www.sharplink.com/-- is a trusted marketing partner for
leading sportsbooks and online casino operators globally. Through
its iGaming affiliate network, PAS.net, the company specializes in
driving qualified traffic, player acquisition, retention, and
conversions for U.S.-regulated and international iGaming operators.
PAS.net has earned industry recognition as the Top Affiliate
Website and Top Affiliate Program in the European online gambling
industry for four years in a row. Additionally, SharpLink operates
state-specific affiliate marketing websites to attract and drive
local sports betting and casino gaming traffic to its licensed
partners.
In its March 14, 2025 report, Cherry Bekaert LLP, the Company's
auditor since 2022, issued a "going concern" qualification,
attached to the Company's Annual Report on Form 10-K for the year
ended Dec. 31, 2024, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
As of Dec. 31, 2025, Sharplink Gaming had $2.57 million in total
assets, $488,300 in total liabilities, and $2.08 million in equity
held by shareholders.
SOBR SAFE: Thomas Corley Holds 3% Equity Stake
----------------------------------------------
Thomas John Corley disclosed in a Schedule 13G (Amendment No. 2)
filed with the U.S. Securities and Exchange Commission that as of
April 2, 2025, he beneficially owned 460,069 shares of Common Stock
of SOBR Safe, Inc., representing 3% of the 15,161,445 shares
outstanding, as reported in the Company's press release dated April
2, 2025.
Thomas Corley, Individual
132 Washington Place
State College, PA 16801
About SOBR Safe, Inc.
SOBR Safe, Inc. provides non-invasive technology to quickly and
humanely identify the presence of alcohol in individuals. These
technologies are integrated within the Company's robust and
scalable data platform, which produces statistical and measurable
user and business data. The Company's mission is to save lives,
increase productivity, create significant economic benefits, and
positively impact behavior. To this end, SOBR Safe has developed
the scalable, patent-pending SOBRsafe software platform for
non-invasive alcohol detection and identity verification.
Littleton, Colorado-based Haynie and Company, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 29, 2024, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, citing that the Company
has incurred recurring losses from operations and has limited cash
liquidity and capital resources to meet future capital
requirements.
As of June 30, 2024, SOBR Safe had $5,122,244 in total assets,
$1,431,746 in total liabilities, and $3,690,498 in total
stockholders' equity.
SOUL WELLNESS: Unsecured Creditors to Split $2K in Plan
-------------------------------------------------------
Soul Wellness, LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida a Plan of Reorganization dated March
19, 2025.
The Debtor is a related company to a manufacturer of custom kitchen
cabinets, vanities and closets and the holder of the leasehold
interest of the business premises.
The Plan Proponent's financial projections show that the Debtor
will have sufficient projected disposable income to make all
payments under the Plan. The final Plan payment is expected to be
paid on or before the expiration of 60 months from the Effective
Date and will be funded primarily from pass through rent payments
from the Debtor's affiliate which occupies the premises and loans
or capital from the Debtor's principal, Daniel Lopez-Callejas.
This Plan proposes to pay Allowed Claims no less than the value of
Soul Wellness's projected Net Disposable Income for a period of no
less than 36 months, subject to Article 3.3.3. The Plan provides
for 4 Classes of creditor claims (including priority, secured, and
unsecured) and one Class of Equity interests.
Class 3 consists of Allowed General Unsecured Claims. The
Reorganized Debtor will make a pro rata distribution in amount of
$500.00 per year starting in the second year of the Plan (for a
total payment to Class 3 in the amount of $2,000.00. Class 3 is
Impaired and entitled to vote.
Class 4 consists of membership interests of Daniel Lopez-Calleja
and Sean Velas in Soul Wellness. On the Effective Date, the Equity
Interests will be retained in the same amounts and character as
they were held prior to the Petition Date. Class 4 is deemed to
accept and not entitled to vote.
On the Effective Date, all property of the Debtor not otherwise
disposed of under the Plan, shall vest with the Reorganized Debtor.
The Plan proposes to pay Allowed Claims to be paid under the Plan
from the Debtor's projected net disposable income. Additionally,
Mr. Lopez-Callejas has provided loans to the Debtor postpetition.
Mr. Lopez-Callejas has agreed to subordinate repayment of what
could otherwise be considered a superpriority administrative
claim.
A full-text copy of the Plan of Reorganization dated March 19, 2025
is available at https://urlcurt.com/u?l=t2w4Ie from
PacerMonitor.com at no charge.
About Soul Wellness
Soul Wellness, LLC operates a wellness and fitness gym, with a
concentration on CrossFit, Olympic weightlifting and power lifting.
It also offers classes in yoga, Pilates, run fitness, and jujitsu
gym. In addition to the general gym offerings, Soul Wellness
operates a youth specific fitness program for high school students,
and offers discounted programs for public school teachers and
personalized training for disabled children.
Soul Wellness filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-23368) on
December 20, 2024, listing up to $50,000 in assets and up to $1
million in liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC serves
as Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
The Debtor is represented by:
Jacqueline Calderin, Esq.
Agentis PLLC
45 Almeria Avenue
Coral Gables, FL 33134
Telephone: (305) 722-2002
Email: jc@agentislaw.com
SOUTHERN COLONEL: To Sell Hattiesburg Property to Magnolia Estates
------------------------------------------------------------------
Southern Colonel Homes, Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi, to sell
Property, free and clear of liens, claims, and interests.
The Debtor's Property is located at Hwy 49, Hattiesburg, MS 39402.
The Debtor believes that its decision to liquidate the Property is
in the best interest of all creditors and parties in-interest.
The purchaser for the Property is Magnolia Estates, Inc., in the
purchase price of $750,000.
The Debtor seeks to sell the Property free and clear of liens,
claims and security interests with the exception of ad valorem tax
claims which shall be prorated based upon possession, and paid at
closing, and with the exception of customary seller's costs of
closing, with all valid liens and claims to attach to the sales
proceeds.
About Southern Colonel Homes, Inc.
Southern Colonel Homes, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 25-50179) on
February 10, 2025. In the petition signed by Randa
Campbell-Pittman, president, the Debtor disclosed up to $10 million
in both assets and liabilities.
Judge Katharine M. Samson oversees the case.
Craig M. Geno, Esq., at Law Offices of Craig M. Geno, PLLC,
represents the Debtor as bankruptcy counsel.
First Bank, as lender, is represented by Jeff Rawlings, Esq. at
Rawlings & MacInnis, P.A.
SPIRIT AIRLINES: Completes $215M Private Offering
-------------------------------------------------
Spirit Airlines, LLC disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company and a
wholly owned subsidiary of Spirit Aviation Holdings, Inc., a
Delaware corporation, completed a private offering of Spirit
Airlines Class B(R) Pass Through Certificates, Series 2025-1B(R),
in the aggregate face amount of $215 million, the proceeds of which
will be used to acquire new equipment notes to be issued by the
Company.
The Company will use the proceeds from such issuance to repay $43
million outstanding related to the Company's existing "Series B"
equipment notes issued under the Spirit Airlines 2017-1 pass
through certificates, pay transaction fees, and for general
corporate purposes.
The Class B(R) Certificates will represent an interest in the
assets of a pass through trust, which will hold certain newly
issued equipment notes, designated as "Series B(R)" to be issued by
the Company. The Series B(R) Equipment Notes are expected to be
secured by 27 Airbus A320 family aircraft originally delivered new
to the Company between October 2015 and October 2018.
The Series B(R) Equipment Notes will have an interest rate of
11.00% per annum. The interest on the issued and outstanding Series
B(R) Equipment Notes is payable semi-annually, and principal
payments on the issued and outstanding Series B(R) Equipment Notes
are scheduled for payment in certain years, and interest and
principal payments on the Series B(R) Equipment Notes will be
distributed to holders of the Class B(R) Certificates on each April
1 and October 1, commencing October 1, 2025, and the final
distribution of the outstanding principal amount of the Series B(R)
Equipment Notes to holders of the Class B(R) Certificates is
expected on February 15, 2030. The Class B(R) Certificates will
rank junior to the outstanding pass through certificates that were
previously issued under each of the Spirit Airlines Series 2015-1
(Class A) and Series 2017-1 (Class AA and Class A) pass through
certificates.
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.
SPLASH BEVERAGE: Appoints New CFO, Director
-------------------------------------------
Splash Beverage Group, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Board of
Directors appointed Mr. William "Bill" Devereux to serve as Chief
Financial Officer of the Company, effective as of March 20, 2025.
William Devereux is a strategic finance executive with over 20
years of experience in corporate finance, investment management,
and investor relations. He has successfully led
multi-million-dollar growth initiatives, secured institutional
funding, and optimized financial operations across high-growth
consumer and technology sectors.
Before joining Splash Beverage Group, William was CFO at Hembal
Labs and Akin AI, where he secured enterprise contracts, sourced a
merger offer, and positioned companies for significant investment.
Earlier, he was a Partner at Daruma Capital, where he played a key
leadership role in managing a $2B portfolio. He also advised on M&A
and regulatory matters at Dames Point Partners and held leadership
roles in investment strategy and corporate governance. An expert in
corporate finance, capital allocation, and M&A strategy, William
holds an MBA from the University of North Carolina at Chapel Hill
and a BS in Finance from the University of Florida.
There is no family relationship between Mr. Devereux and any
director or executive officer of the Company. There are no
transactions between Mr. Devereux and the Company that would be
required to be reported under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Devereux and
any other persons, pursuant to which she was selected as Chief
Financial Officer. Mr. Devereux has not engaged in any transaction,
or any currently proposed transaction, in which the Company was or
is to be a participant and the amount involved exceeds $120,000,
and in which any related person had or will have a direct or
indirect material interest. There are no family relationships
between Mr. Devereux and any director or executive officer of the
Company.
Simultaneously, the Board of Directors of the Company appointed Mr.
Thomas Fore to serve as a Director of the Company, effective March
20, 2025.
Thomas Butler Fore is a Boston-based entrepreneur with more than 30
years of experience in structured finance. Thomas has developed an
expertise in M&A, corporate strategy, corporate finance,
reorganizations, and dispute resolution. He has served as a key
strategist for numerous challenged microcap and small cap public
companies, as well as numerous private company capitalizations and
reorganizations. Thomas also has managed numerous restructurings,
dispute resolutions, and workouts for top law firms, private equity
clients, and fund managers. As an example, he structured and
capitalized the purchase and rebranding of Gray and Company in
2017. Gray and Company was a troubled minority owned "fund to fund"
advisory with more than $3B AUM. Additionally, since 2007, Thomas
has served as the chief visionary and CEO of Sora Companies, a
boutique real estate development firm. As the lead executive for
Sora, Thomas led the award-winning Rowan Boulevard Project in
Glassboro, New Jersey. This $300MM mixed-use project remains a
national model for public-private partnership. As an advisor and
strategist, Thomas currently leads the real estate investment
strategy for Epogee Capital Management, a Boston-based Registered
Investment Advisory, and for Wise Capital, an international
investment fund with more than $500MM AUM. Previously, he served as
the CEO of TideRock Media from 2011 to 2024. TideRock has produced
more than 15 feature films for the Sundance Labs Program and has
worked with top Hollywood talent including: Elizabeth Banks,
Richard Gere, Common, Danny Glover, and Christopher Columbus.
TideRock co-founded the Sundance Investor's Catalyst Lab in 2013 in
order to provide education and resources to film investors. Thomas
is a board member of My Pebble Inc., a private technology company
which is involved in the effort to help companies become carbon
neutral, and is a graduate of Towson University (1991) and has
retired from the Baltimore City Police Department as a Detective
Agent in 2000.
There is no family relationship between Mr. Fore and any director
or executive officer of the Company. There are no transactions
between Mr. Fore and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Fore and any
other persons, pursuant to which he was selected as a Director. Mr.
Fore. has not engaged in any transaction, or any currently proposed
transaction, in which the Company was or is to be a participant and
the amount involved exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest.
There are no family relationships between Mr. Fore and any other
director or executive officer of the Company.
Additionally, on March 27, 2025, Mr. Fore was appointed by the
Board of Directors to the Audit Committee.
About Splash Beverage Group
Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a
portfolio company specializing in managing multiple brands across
various growth segments within the consumer beverage industry. The
Company focuses on incubating and acquiring brands with the aim of
accelerating them to higher volumes and increased sales revenue.
Rose, Snyder & Jacobs, based in Encino, California, and the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated March 29, 2024. The qualification
highlighted that the Company has experienced recurring losses from
operations, an accumulated deficit, and a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.
Splash Beverage Group incurred a net loss of $21 million for the
year ended December 31, 2023. As of June 30, 2024, Splash Beverage
Group had $8,057,812 in total assets, $18,411,650 in total
liabilities, and $10,353,838 in total stockholders' deficit.
SPLASH BEVERAGE: Approves 1-for-40 Reverse Stock Split
------------------------------------------------------
Splash Beverage Group, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Board of
Directors of the Company approved a reverse stock split of the
Company's authorized and issued and outstanding shares of common
stock, par value $0.001 per share at a ratio of 1-for-40. The
Company filed a Certificate of Change pursuant to Nevada Revised
Statutes Section 78.209 with the Secretary of State of the State of
Nevada on March 26, 2025, effective March 27, 2025.
In connection with the Reverse Stock Split, the CUSIP number for
the Common Stock will change to 84862C302.
Pursuant to the laws of the State of Nevada, the Company's state of
incorporation, the Company's Board of Directors has the authority
to effect a reverse stock split without stockholder approval if the
number of authorized shares of Common Stock and the number of
outstanding shares of Common Stock are proportionally reduced.
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, on the Effective Date, the
number of shares of the Company's authorized Common Stock will be
reduced from 300,000,000 shares to 7,500,000 shares and each 40
shares of Common Stock outstanding will automatically combine into
1 new share of Common Stock without any action on the part of the
holders, and the number of outstanding shares Common Stock will be
reduced from 75,692,712 shares to approximately 1,892,318 shares
(subject to rounding of fractional shares).
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to
receive fractional shares because they hold a number of pre-Reverse
Stock Split shares of the Company's Common Stock not evenly
divisible by 40 will, in lieu of a fractional share, automatically
be entitled to receive an additional fractional share of the
Company's Common Stock to round up to the next whole number. The
Company will issue one whole share of the post-Reverse Stock Split
Common Stock to any stockholder who otherwise would have received a
fractional share as a result of the Reverse Stock Split. As a
result, no fractional shares will be issued in connection with the
Reverse Stock Split and no cash or other consideration will be paid
in connection with any fractional shares that would otherwise have
resulted from the Reverse Stock Split.
Capitalization; Adjustment of Outstanding Securities
The Reverse Stock Split has no effect on the par value of the
Company's Common Stock or authorized or outstanding shares of
preferred stock, and did not modify any voting rights or other
terms of the Common Stock or preferred stock. Immediately after the
Reverse Stock Split, each stockholder's percentage ownership
interest in the Company and proportional voting power will remain
unchanged, except for minor changes and adjustments that will
result from the treatment of fractional shares. The rights and
privileges of the holders of shares of Common Stock will be
substantially unaffected by the Reverse Stock Split.
Stockholders who are holding their shares in electronic form at
brokerage firms do not need to take any action, as the effect of
the Reverse Stock Split will automatically be reflected in their
brokerage accounts. Stockholders holding paper certificates may
(but are not required to) send the certificates to the Company's
transfer agent and registrar, Equiniti Trust Company. Equiniti
Trust Company will issue a new stock certificate reflecting the
Reverse Stock Split to each requesting stockholder.
NYSE American Compliance
The Reverse Stock Split is being effected for the primary purpose
of meeting the per share price requirements for our Common Stock in
order to maintain the listing of our Common Stock on the NYSE
American.
About Splash Beverage Group
Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a
portfolio company specializing in managing multiple brands across
various growth segments within the consumer beverage industry. The
Company focuses on incubating and acquiring brands with the aim of
accelerating them to higher volumes and increased sales revenue.
Rose, Snyder & Jacobs, based in Encino, California, and the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated March 29, 2024. The qualification
highlighted that the Company has experienced recurring losses from
operations, an accumulated deficit, and a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.
Splash Beverage Group incurred a net loss of $21 million for the
year ended December 31, 2023. As of June 30, 2024, Splash Beverage
Group had $8,057,812 in total assets, $18,411,650 in total
liabilities, and $10,353,838 in total stockholders' deficit.
SPORTMAN'S SUPPLY: Seeks Chapter 11 Bankruptcy in Pennsylvania
--------------------------------------------------------------
On April 16, 2025, Sportman's Supply Company filed Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Pennsylvania. 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 Sportman's Supply Company
Sportman's Supply Company is a sporting goods retailer based in
Butler, Pennsylvania, specializing in firearms, ammunition, optics,
and outdoor gear for hunting, fishing, and camping. It operates a
physical storefront and offers products through online platforms.
Sportman's Supply Company sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 25-20976) on April
16, 2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by Donald R. Calaiaro, Esq. at CALAIARO
VALENCIK.
STAR WELLINGTON: Unsecureds Will Get 3.2% of Claims over 5 Years
----------------------------------------------------------------
Star Wellington, LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida an Amended Plan of Reorganization
under Subchapter V dated March 19, 2025.
The Debtor is a Florida limited liability company. It operates
restaurants known as Franco Italian Bistro and Victor's Pizza Café
both in Wellington, Florida.
The restaurants are essentially next door to each other, with
another store unrelated to the Debtor between them. The Debtor's
owner and managing member is Adam Hopkins.
The Debtor desires to remain operational and reorganize its
affairs. During the course of this case, the Debtor made a business
decision that Victor's is not operating at a profitable level. At
first the Debtor attempted to sell the restaurant, but it did not
receive any offers to purchase the business. As such, the Debtor
decided to close Victor's to reduce any further financial strain on
Franco. The Debtor filed a Motion to Reject the Lease for the
Victor's location and a Motion to Assume the Lease for the Franco
location.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $45,000.00 toward the
unsecured claims. The final Plan payment is expected to be paid in
September 2030.
The Debtor will commit disposable income to fund the Plan in the
total amount of $45,000.00 to the unsecured claims in accordance
with the Projections. The Debtor expects to have sufficient cash on
hand to make the payments required on the Effective Date. Such net
disposable income should be sufficient to provide a distribution to
unsecured creditors over the life of the Plan of approximately
$45,000.00, which is approximately a 3.2% distribution.
This Plan proposes to pay creditors of the Debtor from cash flow
from operation of the Debtor's business and current cash on hand.
Class Four consists of General Unsecured Creditors. The General
Unsecured claims include all other allowed claims of Unsecured
Creditors of the Debtor, subject to any Objections that are filed
and sustained by the Court. The general unsecured claims prior to
the filing of any objections total the amount of $1,690,769.19,
which will be paid over the five-year term of the Plan at the rate
of $750.00 per month on a pro-rata basis. The payments will
commence on the Effective Date of the Plan. The dividend to this
class of creditors is subject to change upon the determination of
objections to claims.
To the extent that the Debtor is successful or unsuccessful in any
or all of the proposed Objections, then the dividend and
distribution to each individual Class of General Unsecured Claims
then the dividend and distribution to each individual creditor will
be adjusted accordingly. These claims are impaired.
The Debtor intends to implement the Plan by generating sufficient
income from the Debtor's restaurant known as Franco Italian Bistro
to fund the required payments to creditors. In the event the Debtor
does not have sufficient funds to meet the payments, the Debtor
shall utilize funds on hand to make the payments.
The Debtor shall contribute his disposable income to fund the Plan
in the total amount of $45,000.00 to the unsecured creditors in
accordance with the Projections. In the event the Debtor's
disposable income is insufficient to meet the plan payments, the
Debtor shall fund the plan through his non exempt or exempt
assets.
A full-text copy of the Amended Plan dated March 19, 2025 is
available at https://urlcurt.com/u?l=VWkrtE from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Dana Kaplan, Esq.
KELLEY KAPLAN & ELLER, PLLC
1665 Palm Beach Lakes Blvd
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Email: dana@kelleylawoffice.com
About Star Wellington
Star Wellington, LLC operates a restaurant that offers a fusion of
Italian flavors and Franco flair. It is based in Wellington, Fla.
Star Wellington filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Fla. Case. No. 24-18574) on August
23, 2024, listing $314,093 in assets and $2,443,171 in liabilities.
Soneet Kapila of Kapila Mukamal serves as Subchapter V trustee.
Judge Mindy A. Mora oversees the case.
The Debtor is represented by Dana L. Kaplan, Esq., at Kelley Kaplan
& Eller, PLLC.
STARR RAIL: Seeks to Hire DeMarco-Mitchell as Bankruptcy Counsel
----------------------------------------------------------------
Starr Rail, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ DeMarco-Mitchell, PLLC as
general counsel.
The firm will render these services:
(a) take all necessary action to protect and preserve the
estate;
(b) prepare on behalf of the Debtor all necessary legal papers
in connection with the administration of the estate herein;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm's hourly rates are:
Robert DeMarco, Attorney $400
Michael Mitchell, Attorney $300
Barbara Drake, Paralegal $125
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $12,000 on behalf of the Debtor.
Mr. DeMarco 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:
Robert T. DeMarco, Esq.
DeMarco-Mitchell, PLLC
12770 ColtRoad, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 346-6791
Email: mike@demarcomitchell.com
About Starr Rail
Starr Rail LLC operates as a rail logistics and transloading
provider. Founded in 2018, the Company focuses on first- and
last-mile rail solutions, offering services such as transloading,
storage, and bulk material packaging. Its operations accommodate a
range of freight, including lumber, steel, aluminum, aggregates,
plastic pellets, diesel, and propane.
Starr Rail, LLC filed its voluntary Chapter 11 petition (Bankr.
N.D. Tex. Case No. 25-41307) on April 11, 2025. In its petition,
the Debtor reports total assets of $2,763,979 and total liabilities
of $2,476,623.
Honorable Bankruptcy Judge Mark X. Mullin handles the case.
The Debtor tapped Robert T. DeMarco, Esq., at DeMarco-Mitchell,
PLLC as counsel.
SUNNOVA ENERGY: Creditor Woes Intensify as Default Deadline Looms
-----------------------------------------------------------------
Dorothy Ma and Eliza Ronalds-Hannon of Bloomberg News report that
Sunnova Energy International Inc., a provider of residential solar
panels, is encountering renewed pressure from creditors while
attempting to secure new funding from a separate group of lenders
to avoid bankruptcy.
In a filing on April 17, 2025, lenders behind a warehouse loan
issued a notice of technical default, giving the company as little
as one business day -- or up to five days with possible daily
extensions -- to resolve the issue.
Sunnova has not yet commented on the matter.
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.
TALPHERA INC: Enters $4.9M Private Placement in Three Tranches
--------------------------------------------------------------
Talphera, 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, or the Purchase Agreement, with
several institutional investors and a member of management,
relating to the issuance and sale in a private placement in three
separate tranches of:
(i) shares of its common stock, par value $0.001 per share
and
(ii) pre-funded warrants to purchase shares of common stock.
At the first closing of the private placement on April 2, 2025, the
Company issued and sold to the Purchasers:
* 3,405,118 shares of common stock; and
* Pre-funded warrants to purchase up to an aggregate of
4,999,316 shares of common stock at an exercise price of $0.001 per
share. The pre-funded warrants are exercisable immediately
following the first closing and have an unlimited term and an
exercise price of $0.001 per share.
The aggregate gross proceeds to Talphera from the first closing of
the private placement were approximately $4.9 million, before
deducting placement agent fees and other estimated expenses payable
by Talphera, and excluding the proceeds, if any, from the exercise
of the pre-funded warrants issued at the first closing.
The second closing of the private placement will occur if the
Company announces the enrollment of at least 17 patients in its
Niyad NEPHRO CRRT study and following such announcement the average
volume weighted average price of its common stock for each of the
immediately subsequent five trading days is at least $0.7325 per
share. At the second closing, the Company expects to issue and sell
to the Purchasers:
* 3,405,118 shares of common stock; and
* Pre-funded warrants to purchase up to an aggregate of
4,999,316 shares of common stock at an exercise price of $0.001 per
share. The pre-funded warrants will be exercisable immediately
following the second closing and have an unlimited term and an
exercise price of $0.001 per share.
The aggregate gross proceeds to Talphera from the second closing of
the private placement are expected to be approximately $4.9
million, before deducting placement agent fees and other estimated
expenses payable by Talphera, and excluding the proceeds, if any,
from the exercise of the pre-funded warrants issued at the second
closing.
The third closing of the private placement will occur if the
Company announces the enrollment of at least 35 patients in its
Niyad NEPHRO CRRT study and following such announcement the average
volume weighted average price of its common stock for each of the
immediately subsequent five (5) trading days is at least $0.7325
per share. At the third closing, the Company expects to issue and
sell to the Purchasers:
* 3,405,118 shares of common stock; and
* Pre-funded warrants to purchase up to an aggregate of
4,999,316 shares of common stock at an exercise price of $0.001 per
share. The pre-funded warrants will be exercisable immediately
following the third closing and have an unlimited term and an
exercise price of $0.001 per share.
The aggregate gross proceeds to Talphera from the third closing of
the private placement are expected to be approximately $4.9
million, before deducting placement agent fees and other estimated
expenses payable by Talphera, and excluding the proceeds, if any,
from the exercise of the pre-funded warrants issued at the third
closing.
On March 31, 2025, the Company also entered into a registration
rights agreement with the Purchasers, or the Registration Rights
Agreement, pursuant to which it agreed to file registration
statements under the Securities Act of 1933, as amended, or the
Securities Act, with the Securities and Exchange Commission, or the
SEC, covering the resale of the shares of common stock to be issued
in the private placement and the shares of common stock underlying
the pre-funded warrants no later than 45 days following the
applicable closing date, and to use reasonable best efforts to have
the registration statement declared effective as promptly as
practical thereafter, and in any event no later than 90 days
following the applicable closing date in the event of a "full
review" by the SEC.
About Talphera
Headquartered in San Mateo, California, Talphera, Inc. --
www.talphera.com -- is a specialty pharmaceutical company focused
on the development and commercialization of innovative therapies
for use in medically supervised settings. Talphera's lead product
candidate, Niyad, is a lyophilized formulation of nafamostat and is
currently being studied under an investigational device exemption
(IDE) as an anticoagulant for the extracorporeal circuit, and has
received Breakthrough Device Designation status from the U.S. Food
and Drug Administration (FDA).
Walnut Creek, Calif.-based BPM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K
for the year ended Dec. 31, 2024, citing that the Company has
suffered recurring operating losses and negative cash flows from
operating activities since inception and expects to continue to
incur operating losses and negative cash flows in the future. These
matters raise substantial doubt about its ability to continue as a
going concern.
As of September 30, 2024, Talphera had $21 million in total assets,
$11.4 million in total liabilities, and $9.6 million in total
stockholders' equity.
TALPHERA INC: Nantahala Capital Holds 11.7% Equity Stake
--------------------------------------------------------
Nantahala Capital Management, LLC disclosed in a Schedule 13D
(Amendment No. 1) filed with the U.S. Securities and Exchange
Commission that as of March 31, 2025, it beneficially owned
1,992,519 shares of Talphera, Inc.'s common stock, representing
11.7% of the outstanding shares of the class.
Nantahala Capital Management, LLC may be reached through:
Taki Vasilakis
130 Main St. 2nd Floor,
New Canaan, CT, 06840
Tel: (203) 308-4440
About Talphera
Headquartered in San Mateo, California, Talphera, Inc. --
www.talphera.com -- is a specialty pharmaceutical company focused
on the development and commercialization of innovative therapies
for use in medically supervised settings. Talphera's lead product
candidate, Niyad, is a lyophilized formulation of nafamostat and is
currently being studied under an investigational device exemption
(IDE) as an anticoagulant for the extracorporeal circuit, and has
received Breakthrough Device Designation status from the U.S. Food
and Drug Administration (FDA).
Walnut Creek, Calif.-based BPM LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 31, 2025, attached to the Company's Annual Report on Form
10-K for the year ended Dec. 31, 2024, citing that the Company has
suffered recurring operating losses and negative cash flows from
operating activities since inception and expects to continue to
incur operating losses and negative cash flows in the future. These
matters raise substantial doubt about its ability to continue as a
going concern.
As of September 30, 2024, Talphera had $21 million in total assets,
$11.4 million in total liabilities, and $9.6 million in total
stockholders' equity.
TEHUM CARE: Ch. 11 Plan Proposes Alternative Approach to Mass Torts
-------------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that prior to
his involvement in the Chapter 11 case of prison healthcare firm
Tehum Care Services, bankruptcy attorney Eric Goodman had been
developing a novel plan structure aimed at resolving the challenges
commonly seen in Texas two-step divisional merger bankruptcies.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TGI FRIDAY'S: Taps Lain Faulkner & Co. as Liquidating Consultant
----------------------------------------------------------------
TGI Friday's Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Texas to employ Lain, Faulkner
& Co., PC as liquidating consultant.
The firm's services include:
(a) perform, manage, and assist with liquidation and wind down
related services regarding the Debtors' Chapter 11 cases;
(b) solicit, review, negotiate, and assist with proposals
concerning liquor license sales;
(c) serve as President and Secretary of Debtor TGI Friday's
Inc.;
(d) appoint Mr. Jason Rae of LainFaulkner as Liquidating
Officer of any Liquidating Trust established in these Chapter 11
cases; and
(e) as necessary, assist with the preparation of motions
related to any of the foregoing; consult with other retained
parties, lenders, creditors' committee, and other
parties-in-interest; participate in hearings and provide testimony
in connection with any of the services provided; and perform such
other tasks as appropriate and as may reasonably be requested by
the Debtors' management or counsel.
The firm will be paid at these hourly rates:
Directors $460 - $580
Accounting Professionals $245 - $340
IT Professionals $315
Staff Accountants $205 - $285
Clerical and Bookkeeper $95 - $140
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an initial retainer of $30,000 from the Debtor.
Jason Rae, a managing director at Lain, Faulkner & Co., 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:
Jason Rae
Lain, Faulkner & Co., Inc.
Hartford Building
400 North St. Paul Suite 600
Dallas, TX 75201
Telephone: (214) 720-1929
Facsimile: (214) 720-1450
Email: jrae@LainFaulkner.com
About TGI Friday's
TGI Friday's Inc., doing business as Wow Bao, operates a chain of
restaurants. The Company provides appetizers, sizzlings, seafood,
salads, sandwiches, entres, desserts, and non-alcoholic and
alcoholic beverages. Wow Bao serves customers in the United
States.
TGI Friday's Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-80069) on Nov. 2, 2024, listing $100 million to $500 million in
both assets and liabilities.
Judge Stacey G. Jernigan presides over the case.
The Debtor tapped Holland N. O'Neil, Esq., at Foley & Lardner LLP
as counsel and Lain, Faulkner & Co., PC as liquidating consultant.
TOG HOTELS: Seeks to Hire Cantey Hanger as Bankruptcy Counsel
-------------------------------------------------------------
TOG Hotels Downtown Dallas, LLC seeks from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Cantey Hanger
LLP as bankruptcy counsel.
The firm will provide these services:
(a) take all necessary action to protect and preserve the
Debtor's estate;
(b) prepare legal papers in connection with the administration
and prosecution of the Debtor's Chapter 11 case; and
(c) perform all other legal services in connection with the
Chapter 11 case that are reasonable or necessary to satisfy the
obligations and duties required of a Chapter 11 debtor.
The hourly rates of the firm's counsel and staff are as follows:
M. Jermaine Watson, Bankruptcy Partner $695
Tiereney Bowman, Associate $340
Emily Campbell, Associate $325
George Villa, Bankruptcy Paralegal $225
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $20,000 from the Debtor.
Ms. Watson 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:
M. Jermaine Watson, Esq.
Cantey Hanger LLP
600 West 6th Street, Suite 300
Telephone: (817) 877-2800
Facsimile: (817) 333-2961
Email: jwatson@canteyhanger.com
About TOG Hotels Downtown
TOG Hotels Downtown, LLC operates the Crowne Plaza Dallas Downtown
hotel, located at 1015 Elm Street in Dallas, Texas.
TOG Hotels Downtown filed Chapter 11 petition (Bankr. N.D. Tex.
Case No. 25-30600) on February 20, 2025. In its petition, the
Debtor reported between $10 million and $50 million in both assets
and liabilities.
Judge Scott W. Everett handles the case.
M. Jermaine Watson, Esq., at Cantey Hanger LLP serves as the
Debtor's counsel.
TRI-BOROUGH HOME: Seeks Chapter 11 Bankruptcy in New York
---------------------------------------------------------
On April 17, 2025, Tri-Borough Home Care Ltd. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of New York. According to court filing, the Debtor reports up to
$50,000 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
About Tri-Borough Home Care Ltd.
Tri-Borough Home Care Ltd.
Tri-Borough Home Care Ltd. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-41887) on April
17, 2025. In its petition, the Debtor reports estimated assets
between $1 million and $10 million and estimated liabilities up to
$50,000.
Honorable Bankruptcy Judge Nancy Hershey Lord handles the case.
The Debtor is represented by Julio E. Portilla, Esq. at Law Office
Julio E. Portilla, P.C.
TRUCK & TRAILER: Seeks Chapter 11 Bankruptcy in Illinois
--------------------------------------------------------
On April 16, 2025, Truck & Trailer Leasing Avenue LLC filed
Chapter 11 protection in the U.S. Bankruptcy Court for
the Northern District of Illinois. According to court filing, the
Debtor reports between $10 million and $50 million in debt owed
to 1 and 49 creditors. The petition states funds will be available
to unsecured creditors.
About Truck & Trailer Leasing Avenue LLC
Truck & Trailer Leasing Avenue LLC specializes in long-distance
freight transportation services, operating in Illinois.
Truck & Trailer Leasing Avenue LLC sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-05906)
on April 16, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Jacqueline P. Cox handles the case.
The Debtor is represented by Saulius Modestas, Esq. at MODESTAS LAW
OFFICES, P.C.
VENTURE GLOBAL: Fitch Assigns BB Rating on $2.5BB Sr. Secured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to the $2.5 billion par
amount of senior secured notes issued by Venture Global Plaquemines
LNG, LLC (VGPL) to partially refinance its existing bank loan
facility. The Rating Outlook is Stable.
RATING RATIONALE
The 'BB' rating on VGPL's senior secured notes reflects a financial
profile underpinned by contracted cash flows under 20-year,
take-or-pay sale and purchase agreements (SPAs) for 19.7 mtpa
capacity contracted with mostly credit-worthy offtakers.
Construction is approximately 94% complete, but all contingency has
been used to cover construction costs. Remaining construction costs
and interest during construction as of January 2025 were
approximately $3.4 billion. The funding shortfall will be covered
from the sale of commissioning cargoes, which have already
commenced and are estimated to generate proceeds that far surpass
the remaining funding requirement.
Approximately 10% of the revenues are derived from an SPA with
unrated subsidiary of a well-rated corporate entity that provides a
limited parent guarantee. Based on its analysis of the low
dependency on these cash flows, the level of parent credit support,
importance of the project to the counterparties, and SPA pricing
compared to Fitch merchant prices, Fitch considers the mitigating
factors sufficient to assess the cash flows from this SPA under
contracted metric thresholds.
The self-operated project is exposed to operating cost volatility
and lacks major maintenance reserve accounts. These factors are
mitigated by use of proven technology, long term service agreements
(LTSAs) with the original equipment manufacturer (OEM) for the
liquefaction trains, and Fitch's higher cost stresses in the
financial analysis. In the rating case, the production level is 2.5
MTPA above nameplate capacity, in line with the stressed downside
case provided by the independent engineer (IE) and equipment
performance guarantees.
The debt structure is similar to other rated LNG projects,
featuring refinancing risk and permissive additional debt
provisions. Fitch's rating case stresses capacity, fuel use, gas
prices, operating costs, and refinancing rates and results in a
minimum project life coverage ratio (PLCR) of 1.21x during the
refinancing period.
KEY RATING DRIVERS
Completion Risk - Midrange
Advanced Completion Status with Mitigated Funding Shortfalls:
Construction works are advanced with Phase I completion at 98% and
Phase II completion at 86%, effectively minimizing overall
completion risk. VGPL is utilizing a multi-contractor structure
with experienced specialized contractors such as Baker Hughes,
General Electric, UOP Honeywell, Kellogg Brown and Root (KBR), and
CB&I. BHGE is supplying the project with the key equipment and is a
highly experienced OEM supported by an investment-grade parent.
KZJV, the joint venture between KBR and Zachry Industrial Inc.,
plays an integral role as the EPC contractor responsible for the
integration of the facility components, testing and commissioning.
The EPC contract is largely structured on a reimbursable basis,
exposing the project to cost escalation. The project has allocated
all its contingency. However, due to the phased completion plan,
the project has already started to sell commissioning cargoes,
which management expects to generate ample revenue to cover
remaining project costs. There is a significant buffer between the
projected completion date and the SPA commercial operation dates
(COD) windows to accommodate schedule delays.
Operation Risk - Midrange
Self-Operated with Some Operating Experience: VGPL relies on
affiliate companies to operate and manage the facilities, similar
to other LNG projects in the U.S. As of March 2025, these
affiliates have an operating track record of more than two years of
ramping up production and generating LNG at Venture Global
Calcasieu Pass (VGCP), which is in the commissioning phase. The
project has hired experienced staff from within the LNG industry
and coordinates with its contractors to provide training support
prior to COD.
Technical risk is mitigated by world-class OEMs that test,
fabricate, ship, and assist in the installation of their equipment.
The project design has built-in redundancies for major equipment,
self-generated power that is insulated from grid-related outages,
and performance guarantees that allow higher production levels than
what is assumed in Fitch cases.
Unexpected operational problems that emerge after the start of
commercial operation should be covered by warranties provided by
the OEMs and contractors. The LTSA with Baker Hughes Company (BHC),
maintenance budgets, and the modularity of the project design
should allow for predictable and spread-out maintenance costs,
which mitigate the risk related to the lack of a mandatory
maintenance reserve requirement.
The IE reports that the project has developed an adequate operating
plan. Fitch accounts for the lack of operating history with
additional cost stresses in its financial analysis. The IE notes
that the use of electric motors rather than turbines in the
liquefaction process should lead to lower levels of downtime. The
project relies on its own power generation, which adds operational
complexity but may provide more certainty of supply by avoiding
weather-related grid outages.
Supply Risk - Midrange
Access to Adequate Gas Supplies Backed by Firm Transportation
Capacity: Supply risk is mitigated by the project's operations in
an area with abundant gas supply, the establishment of an
experienced gas procurement team that is already purchasing gas for
commissioning cargos, and offtake contracts with gas cost recovery
component. VGPL has signed precedent agreements for firm
transportation capacity at fixed rates across four pipelines,
sufficient to supply quantities of feed-gas in excess of the
nameplate production capacity of the facility for the term of the
assumed debt profile.
The project relies on two lateral segments of the Gator Express
Pipeline to transport gas from other pipelines to the project site,
which removes single point of failure risk. As noted by the market
consultant, the project's approach to gas procurement should
provide for sufficient near- to medium-term contracted volumes
while maintaining appropriate flexibility for long-term needs.
Revenue Risk - Composite - Midrange
Largely Contracted Profile: VGPL has entered into 13 long-term SPAs
for the sale of 19.7mtpa of LNG with creditworthy off-takers
(almost the entire nameplate capacity of 20mtpa), and a
shorter-term contract for 0.3mtpa. Capacity in excess of
contractual commitments is sold to a Venture Global affiliate. Each
SPA provides revenue from a capacity payment that is paid
regardless of the LNG volumes lifted and a commodity-based payment
per unit of LNG lifted. The project effectively passes along
variable fuel costs through the commodity payment linked to gas
prices at Henry Hub, while fixed costs are covered by the fixed
capacity fees of the SPAs. This structure insulates the project
from broader trends in the demand for LNG.
About 90% of nameplate capacity is contracted with counterparties
that are credit-worthy or have provided guarantees from
credit-worthy parents or affiliates. Excess capacity is contracted
with Venture Global. Flexible delivery contractual features and
excess production capacity above volumes contracted with such
offtakers mitigate the risk that the project will not be able to
meet its SPA delivery obligations in cases of unplanned outages.
Since VGPL's capacity is fully contracted, there is no merchant
exposure. However, Fitch applied merchant threshold to revenues
from counterparties that are unrated or below the project rating.
Debt Structure - 1 - Midrange
Refinance Exposure Mitigated by Staggered Maturity Profile: The
project is significantly exposed to the risk of rising interest
rates. The senior notes have bullet maturities and account for
approximately 30% of the project's debt including the bank loan.
The bank loan matures in 2029 and has limited amortization prior to
maturity. The project is required to hedge at least 75% of its
variable rate exposure. The debt structure includes a senior debt
coverage ratio test of 1.4x for additional debt issuances and an
equity distribution test of 1.25x. Any SPA termination without
replacement would require mandatory prepayment to maintain 1.45x
coverage accounting for the loss of that SPA.
Financial Profile
Fitch's financial analysis is based on partial refinancing in 2025
of the $12.9 billion term loan with non-amortizing 144A inaugural
bonds in an aggregate amount of around $2.5 billion. Fitch applies
a stressed refinancing interest rate and assumes the debt is fully
amortized within the 20-year term of the SPAs, once the bonds are
refinanced.
Fitch assumes base case production capacity of 24 mtpa based on IE
estimates and plant performance during commissioning. Contracts for
19.7 mtpa are with creditworthy third-party offtakers for the
20-year term. The project generates $0.50/MMBtu in liquefaction
fees on the excess capacity above nameplate, which is contracted to
Venture Global's marketing affiliate. In this scenario the minimum
PLCR is 1.32x in 2033.
Fitch's rating case assumes full SPA lifting and lower production
capacity at 22.5 mtpa. Fitch applies higher operating expenses,
higher fuel gas use and lower gas prices. Under these assumptions,
the minimum PLCR is 1.21x in 2033.
PEER GROUP
Fitch publicly rates several LNG projects that share some of the
same features as VGPL. However, they are fully operating, use
different technologies and contracting structures, and demonstrate
stronger financial profiles benefitting from moderated rating case
stress scenarios given their operating history, resulting in
investment-grade ratings.
Cheniere Corpus Christi Holdings, LLC (CCH; BBB+/Stable) utilizes
widely proven liquefaction technology with large-scale trains
powered by gas turbines. It sources power from the local grid,
which may be less complex than own generation for VGPL, but may
expose it to grid outages. Both CCH and VGPL have contracted the
majority of their capacity with credit-worthy entities under SPAs
and are responsible for gas procurement and transportation.
Below-investment grade counterparties are assumed as merchant for
CCH. For VGPL, a small amount of capacity is contracted with
below-investment grade counterparties, which Fitch does not view as
a rating constraint. CCH has a rating case minimum PLCR of 3.1x.
Similar to CCH, Sabine Pass Liquefaction, LLC (Sabine Pass;
BBB+/Stable) is a fully operational LNG project owned and developed
by Cheniere Energy Inc., as well as other investors. Similar to VG,
it has SPAs with counterparties of adequate credit quality,
receives a fixed capacity fee and Henry Hub-tied fees for lifting,
and manages the gas supply. Like CCH, Sabine Pass uses
ConocoPhilips Optimized Cascade liquefaction technology, but
similar to VGPL relies on its own power generation. Fitch's
financial analysis for Sabine Pass incorporates merchant revenues.
Its rating case minimum PLCR is 3.1x.
FLNG Liquefaction 2, LLC (FLIQ2; BBB/Stable) is an independently
financed project that is a part of a multi-train development. The
rating reflects FLIQ2's long-term tolling agreement that provides a
direct pass-through of gas procurement costs to a single
investment-grade offtaker for nearly all of its capacity and no
refinance risk. The strength of the revenue stream suggests a lower
DSCR threshold for any given rating level compared with VGPL.
FLIQ2's rating case DSCRs average 1.4x.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in Fitch's credit view for a material SPA off-taker
or SPA guarantor;
- A decline in the minimum PLCR below 1.2x in the Fitch rating case
due to cost escalation, negative Henry Hub basis or production
shortfalls;
- Higher refinancing costs, issuance of incremental senior debt, or
failure to apply mark to market proceeds from swap breakage to pay
down project debt.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Project reaches commercial operations date and demonstrates an
operating profile with higher production or lower operating costs
resulting in PLCR above 1.3x in the Fitch rating case;
- A reduction in refinancing exposure leading to lower assumed debt
costs and rating case financial metrics above 1.3x.
TRANSACTION SUMMARY
VGPL, a wholly-owned indirect subsidiary of Venture Global, Inc.
(NYSE:VG), is undertaking the development, construction, and
operation of a liquefaction facility located in Plaquemines Parish,
Louisiana on the U.S. Gulf Coast. VGPL has placed $2.5 billion of
144A senior secured notes on April 15, 2025 to partially refinance
the existing term loan facility that has a current balance of
approximately $12.9 billion. The fixed rate notes have bullet
maturities and were issued in two series of $1.25 billion each. The
7.5% notes mature in 2033 and the 7.75% notes mature in 2035. Both
series of notes are pari passu with the term loan.
SECURITY
First-priority security interest in substantially all assets of the
issuer, Venture Global Gator Express, LLC (VGGE) as guarantor, and
future subsidiaries (if any), pledge of 100% of the equity in the
issuer, and guarantor, and all contracts, agreements (including
material project agreements) and rights thereunder, certain
accounts, cash flow and other revenues with customary exceptions to
be agreed, consistent with existing credit facilities.
Asset Description
VGPL is a 20 MTPA nameplate capacity LNG project under construction
in Plaquemines Parish, approximately 20 miles south of New Orleans.
The project is being built in two phases, 13.3 MTPA in phase 1 and
6.7 MTPA in phase 2. The project also entails the construction of
the Gator Express Pipeline via project company VGGE to supply
natural gas to the LNG facility. VGPL is the sole shipper on this
pipeline, allowing for dedicated operations.
VGPL has reserved the entire available firm transportation capacity
on VGGE for 20 years, as well as over 5.37 Bcf/d of combined
transport capacity on TETCO, Columbia Gulf, Tennessee Gas Pipeline
and TC Louisiana Intrastate Pipelines. Full production at sponsor
case peak capacity (~27 MTPA) would require ~4.2 Bcf/d of this
capacity. VGGE is also a guarantor on the term loan and will
guarantee the senior notes.
Phase 1 reached final investment decision (FID) in May 2022. VGPL
expects to reach substantial completion in February 2026 and is
targeting to reach COD in Q4 2026. Phase 2 reached FID in March
2023 and should reach substantial completion in July 2026 with COD
in mid-2027.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Venture Global
Plaquemines LNG, LLC
Venture Global
Plaquemines LNG,
LLC/Project Revenues
- First Lien –
Expected Ratings/1 LT BB New Rating BB(EXP)
Venture Global
Plaquemines LNG,
LLC/Project Revenues
- First Lien –
Expected Ratings/1 LT LT BB New Rating BB(EXP)
VENUS CONCEPT: Exchanges $11M Debt for Series Y Preferred Stock
---------------------------------------------------------------
Venus Concept Inc announced that it exchanged $11 million of its
subordinated convertible notes held by affiliates of Madryn Asset
Management, LP for 379,311 shares of its Series Y preferred stock.
Following the transaction, the Company had total debt obligations
of approximately $35.5 million, down 54% from $76.7 million
outstanding as of March 31, 2024, and down 11% from $39.7 million
outstanding as of December 31, 2024.
"This transaction builds upon our on-going efforts to optimize the
capital structure of the company, with an additional debt exchange
that further reduces our debt balance," said Rajiv De Silva, Chief
Executive Officer of Venus Concept. "This creates additional
flexibility in our balance sheet as we continue the journey towards
sustained, long-term growth and profitability. The transaction
could not have been accomplished without Madryn's continued
commitment to the partnership with Venus."
"We believe Venus has improved the business operationally through
its transformation plan and the debt conversion reflects our
support of the Company's journey," said Avinash Amin, MD, Managing
Partner at Madryn Asset Management, LP. "We look forward to the
next phase of the Company's evolution with the strengthened balance
sheet and new product roadmap."
Further information of Company's transactions filed on Form 8-K
with the Securities and Exchange Commission is available at
https://tinyurl.com/3xmxetj7
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.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2025, attached to the Company's Annual Report on Form
10-K for the year ended December 31, 2024, citing that the Company
has reported recurring net losses and negative cash flows from
operations, which raises 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: Madryn Holds 20% Equity Stake
--------------------------------------------
Madryn Asset Management, LP, disclosed in a Schedule 13D filed with
the U.S. Securities and Exchange Commission that as of March 31,
2025, it beneficially owns 174,735 shares of Venus Concept Inc.'s
Common Stock, representing 20% of the class, based on the total
number of shares outstanding.
Madryn Asset may be reached through:
Matthew Girandola, CCO
330 Madison Avenue, Floor 33
New York, NY, 10017
Tel: 646-560-5493
A full-text copy of Madryn Asset's SEC report is available at:
https://tinyurl.com/5ajp2f5n
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.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2025, attached to the Company's Annual Report on Form
10-K for the year ended December 31, 2024, citing that the Company
has reported recurring net losses and negative cash flows from
operations, which raises 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: Appoints Gavin Corcoran to Board
---------------------------------------------------------
Verrica Pharmaceuticals Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Board of
Directors appointed Gavin Corcoran to serve as a director of the
Company effective immediately.
Dr. Corcoran will serve as a Class I director whose initial term is
scheduled to expire at the 2025 annual meeting of stockholders.
There is no arrangement or understanding between Dr. Corcoran and
any other person pursuant to which he was selected as a director of
the Company, and there is no family relationship between Dr.
Corcoran and any of the Company's other directors or executive
officers. The Company is not aware of any transaction involving Dr.
Corcoran requiring disclosure under Item 404(a) of Regulation S-K.
Gavin Corcoran, age 62, has served as the Chief Development Officer
of Formation Bio since November 2021. Dr. Corcoran previously
served as the Chief Research and Development Officer of Sio Gene
Therapies, Inc. (formerly known as Axovant) from 2018 to November
2021, Chief Medical Officer of Allergan plc from 2015 to 2018,
Chief Medical Officer of Actavis plc from 2014 to 2015 and
Executive Vice President for Global Medicines Development at Forest
Laboratories, Inc. from December 2011 to June 2014, prior to the
acquisition of Forest Laboratories, Inc. by Actavis in 2014. He
received his M.B. B.Ch. from the University of Witwatersrand in
South Africa and completed his clinical training in internal
medicine and infectious diseases at the University of Texas Health
Science Center at San Antonio.
In accordance with the Company's compensation policy for
non-employee directors, upon his commencement of service as a
director, Dr. Corcoran will be granted an option to purchase 17,502
shares of the Company's common stock with an exercise price per
share equal to the closing price of the Company's common stock on
the date of grant. One third of the shares subject to this option
will vest and become exercisable on the first anniversary of the
date of grant and the remaining shares subject to the option will
vest and in 24 equal monthly installments thereafter, subject to
Dr. Corcoran's continuous service through such vesting dates.
Additionally, Dr. Corcoran will be entitled to receive a $40,000
annual retainer for his service as director. At each annual
stockholder meeting following which Dr. Corcoran's term as a
director continues, Dr. Corcoran will be entitled to receive an
additional stock option to purchase 20,000 shares of the Company's
common stock, which option will vest and become exercisable in 12
equal monthly installments following the date of grant and in any
event will be fully vested on the date of the next annual
stockholder meeting, subject to Dr. Corcoran's continuous service
through such vesting date. Dr. Corcoran has also entered into the
Company's standard form of indemnification agreement.
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, Pennsylvania-based KPMG LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated March 11, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, 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.
VERRICA PHARMACEUTICALS: Director Gavin Corcoran Holds 20 Shares
----------------------------------------------------------------
Gavin Corcoran, Director at Verrica Pharmaceuticals Inc., disclosed
in a Form 3 filed with the U.S. Securities and Exchange Commission
that as of April 2, 2025, he beneficially owned 20 shares of Common
Stock directly.
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, Pennsylvania-based KPMG LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated March 11, 2025, attached to the Company's Annual Report on
Form 10-K for the year ended Dec. 31, 2024, 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.
WATERBRIDGE NDB: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed WaterBridge NDB Operating, LLC's (WB
NDB) Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has also
affirmed WB NDB's senior secured term loan B at 'BB' with a
Recovery Rating of 'RR2'. The Rating Outlook is Stable.
WB NDB's ratings reflect its modest size in terms of EBITDA
generation and volumetric risk with operations within the volatile
water services midstream subsector. These factors are contrasted
against the company's low EBITDA leverage, positioning the company
comfortably in the 'B+' rating category. The Stable Outlook
reflects Fitch's forecast for continued volume growth through 2025,
particularly on WB NDB's Delaware acreage which is supported by
Fitch's commodity price deck.
Key Rating Drivers
Strong Volumes Drive Low Leverage: Fitch forecasts leverage around
4.1x in 2024 supported by double digit volume growth and increased
EBITDA generation from both of WB NDB's geographies over the last
12 months ended Sept. 30, 2024. Leverage is outperforming its
previous expectation as WB NDB continues to see increased volumes
from both the Devon Energy Corporation (BBB+/Stable) contributed
assets and the integration of the East Stateline acquisition. Fitch
expects continued high capex in 2025 to support these higher
volumes on WB NDB's systems driving leverage to increase to around
4.5x near term.
The Fitch price deck for West Texas Intermediate (WTI) oil remains
supportive of continued producer activities in both of WB NDB's
geographies, with growth primarily expected from the Delaware
basin. Fitch expects WB NDB's Eagle Ford customer volumes to remain
relatively flat as the Eagle Ford is a more mature region. Fitch
expects leverage will rise to around 5.0x over the longer-term
forecast, remaining comfortably within the leverage sensitivity
band set for the company.
Volumetric Exposure: WB NDB's revenues are derived from
predominantly fixed-fee contracts. These contracts lack support
from minimum volume commitments (MVCs). Volumes are supported by
acreage dedications in the Delaware sub-basin of the Permian, and
Eagle Ford formation region in South Texas. While fixed-fee
contracts provide protection from direct commodity price exposure,
volumes have indirect price risk in the event drilling on WB NDB's
dedicated acreage becomes uneconomic and customers decide to move
rigs elsewhere.
Capex Growing: Fitch expects WB NDB's growth capex will be
incrementally higher in 2025 to support higher volumes from key
producer customers and to support new commercial agreements in the
Delaware basin. The company announced a new commercial agreement
with BPX Production Company which is not rated but a subsidiary of
BP Plc (A+/Stable). This project will be undertaken with WB NDB's
affiliate WaterBridge Midstream Operating LLC (WATOPE; B/Stable) to
build and operate 400MBbls/d of new produced water handling
capacity. The agreement includes a 10-year MVC from BPX.
Limited Size and Scope: Fitch regards WB NDB's EBITDA generation to
grow to around $140 million in 2024. This level of EBITDA is
broadly consistent in the Fitch midstream coverage with a rating in
the 'b' rating category, rather than the 'bb' category. The ratings
recognize modest geographic diversity with operations across two
basins. WB NDB does not have business line diversity as primarily
all revenues are derived from produced water management. Fitch
considers size to be an important metric as size and diversity of
operations and provide fewer levers to pull during challenging
economic cycles.
Supportive Ownership: As part of the formation of the joint venture
between Devon and NDB Holdings LLC, (NDB Holdings; not rated; a
wholly owned by private equity investee of Five Point Energy),
Devon contributed its Delaware basin water midstream assets so as
to combine assets with NDB Holdings' assets. Devon further agreed
to a 15-year acreage dedication in exchange for 30% equity interest
in WB NDB. Fitch views favorably WB NDB's relationship with its
part owner and largest customer, Devon. There is no explicit rating
linkage exists between Devon and WB NDB.
Moderate Customer Diversification: WB NDB has acreage dedications
with several large investment-grade customers with modest
diversification compared to gathering and processing focused peers.
The company is exposed to customer concentration as its three
largest customers expected to account for approximately half of
revenues by 2024. M&A activity has remained active over the past
few years which is an overall positive for WB NDB's counterparty
credit profile. Nearly all of WB NDB's producer contracts are fixed
fee with CPI escalators slightly offsets rising costs due to
inflation.
Peer Analysis
WATOPE is a midstream company with water services operations in the
southern Delaware in the Permian sub-basin and the Arkoma region in
Oklahoma. Fitch notes WB NDB's northern Delaware basin operations
are located in a region with stronger production economics than
WATOPE's southern Delaware basin assets. Additionally, the Eagle
Ford has superior production economics compared to WATOPE's Arkoma
asset footprint where production is driven by natural gas prices
rather than oil. As such, Fitch regards WB NDB as having the
stronger asset base.
Similar to WB NDB, WATOPE is relatively small in terms of EBITDA
generation which has been around $200 million in recent years and
has limited business line diversification. Both companies have
revenues supported by fixed-fee contracts but face high volumetric
risk due to a lack of material MVCs at either entity. Counterparty
concentration and credit quality is similar at both companies.
WATOPE has higher financial risk compared to WB NDB. Leverage at
WATOPE is expected to range around 6.4-6.6x range over the forecast
is roughly over one and a half turns higher than WB NDB.
The one notch rating difference is justified due to WB NDB's
significantly lower leverage and stronger asset footprint.
Key Assumptions
- Fitch price deck for WTI oil price of $60/bbl in 2025 through
2027, and $57/bbl in 2028;
- Base interest rate applicable to the revolving credit facility
and term loan reflects the Fitch Global Economic Outlook, 4.25% for
2025, and 3.50% in 2026 e.g.;
- Delaware produced water averages annual mid-teen double digit
volume growth in 2025 compared to LTM Sept. 30, 2024, averages
following integration of East Stateline acquisition then tapering
off in latter forecast years. Eagle Ford volumes are not a driver
of volumetric growth over the forecast period;
- No significant acquisitions assumed;
- Capex spending in line with management's expectations.
Recovery Analysis
The recovery analysis assumes the enterprise value of WB NDB would
be maximized in a going-concern (GC) scenario vs a liquidation
scenario. Fitch contemplates a scenario in which a default is
caused by the insolvency of several customers due to a very
depressed commodity price environment.
Fitch assumes a sustainable, post-reorganization GC EBITDA of $95
million, reflecting the less favorable contract renewal rate and
lower volumes that would exist in this environment. As per
criteria, the going concern EBITDA reflects some residual portion
of the distress that caused the default.
Fitch estimates WB NDB would receive a GC recovery multiple of
6.0x, consistent with past reorganizations multiples in the energy
sector. In Fitch's bankruptcy case study report "Energy, Power and
Commodities Bankruptcies Enterprise Value and Creditor Recoveries",
published in October 2024, the median enterprise valuation exit
multiplies for 51 energy cases was 5.3x, with a wide range of
multiples observed.
Fitch assumes WB NDB's revolving credit facility (RCF) would be
fully drawn down at bankruptcy. A 10% administrative claim is
incorporated in the recovery calculation. The recovery analysis
results in a 'BB'/'RR2' rating for the proposed term loan.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Actual or forecasted EBITDA leverage above 6.0x;
- Volume declines (trailing quarterly) in WB NDB's Delaware basin
system, except if caused by one-off events;
- A significant increase in capex, targeted towards higher business
risk projects;
- An acquisition or acquisitions that meaningfully raise the
business risk of WD NDB.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- While a positive rating action is not expected in the near-term
given the small size and scale, Fitch could consider a positive
rating action if there is a meaningful increase in EBITDA along
with EBITDA leverage expected to be below 4.0x on a sustained
basis;
- Should the contribution from minimum volume commitment contracts,
as a percentage of total EBITDA, be expected to significantly
increase from WB NDB's current levels.
Liquidity and Debt Structure
Fitch considers WB NDB to have adequate liquidity with over $104
million of available liquidity as of Sept. 30, 2024. There were
around $10 million of outstanding borrowings on the company's
senior secured RCF. WB NDB had over $14 million of cash and cash
equivalents in addition to the availability under an undrawn RCF as
of the quarter end.
The term loan requires 1% per annum mandatory amortization and
requires the company to maintain a debt service coverage ratio
(DSCR), as defined in the agreement, of above 1.1x. The company was
in compliance with its covenants as of Sept. 30, 2024.
Issuer Profile
WaterBridge NDB Operating LLC provides water services to oil & gas
producers in the Norther Delaware and Eagle Ford basins.
Summary of Financial Adjustments
To calculate EBITDA Fitch adds back non-cash expenses such as
share-based compensation.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
WaterBridge NDB Operating LLC has an ESG Relevance Score of '4' for
Group Structure due to related party transactions with affiliate
companies, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.
WaterBridge NDB Operating LLC has an ESG Relevance Score of '4' for
Financial Transparency due to private equity ownership resulting in
less structural and financial disclosure transparency than publicly
traded issuers, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
WaterBridge NDB
Operating LLC LT IDR B+ Affirmed B+
senior secured LT BB Affirmed RR2 BB
WHITTIER SEAFOOD: Affiliate Taps Kidder Mathews as Estate Broker
----------------------------------------------------------------
Modys, LLC, an affiliate in the Chapter 11 cases of Whittier
Seafood, LLC, et al., seeks approval from the U.S. Bankruptcy Court
for the District of Alaska to employ Kidder Mathews as real estate
broker.
Modys needs a broker to sell its property located at 3 Lake
Bellevue Drive, Bellevue, Washington.
The firm will receive a commission of 3 percent of the sales price
if the buyer is represented, or 5 percent of the sales price if the
buyer is not represented.
Aaron Kraft, a real estate agent at Kidder Mathews, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Aaron Kraft
Kidder Mathews
500 108th Ave NE, Unit 2400
Bellevue, WA 98004
Telephone: (425) 450-1105
Email: aaron.kraft@kidder.com
About Whittier Seafood
Whittier Seafood, LLC, owns and operates a fish processing plant in
Whittier, Alaska.
Whittier Seafood and its affiliates filed Chapter 11 petitions
(Bankr. D. Alaska Lead Case No. 24-00139) on Aug. 19, 2024, with
$10 million to $50 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
Thomas A. Buford, Esq., at Bush Kornfeld, LLP is the Debtors' legal
counsel.
Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases.
WORKHORSE GROUP: Regains Nasdaq Compliance With Bid Price Rule
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Workhorse Group Inc. announced the receipt of a formal notification
from The Nasdaq Stock Market LLC that the Company has regained
compliance with the minimum bid price of $1.00 per share, as
required by Listing Rule 5550(a)(2).
As previously disclosed, the Company received notice from Nasdaq on
October 2, 2024 indicating that the closing bid price for
Workhorse's common stock had fallen below the minimum bid price for
continued listing for 30 consecutive trading days and was no longer
in compliance with the minimum bid requirement. To regain
compliance, the Company was required to have a minimum closing bid
price of at least $1.00 per share for ten consecutive trading days;
Nasdaq confirmed yesterday that the Company is now in compliance
with Listing Rule 5550(a)(2).
The Company effected a 1-for-12.5 reverse stock split of its common
stock on March 17, 2025, intended to increase the market price of
Workhorse's common stock, after which the common stock began
trading on a split-adjusted basis.
About Workhorse Group
Workhorse Group Inc. -- http://www.workhorse.com-- is an American
technology company with a vision to pioneer the transition to
zero-emission commercial vehicles. The Company designs, develops,
manufactures and sells fully electric ground and air-based electric
vehicles.
New York, N.Y.-based Berkowitz Pollack Brant Advisors + CPAs, the
Company's auditor since 2024, issued a "going concern"
qualification in its report dated March 31, 2025, attached to the
Company's Annual Report on Form 10-K for the year ended December
31, 2024, citing that the Company has incurred a net loss of $101.8
million and used $47.6 million of cash in operating activities
during the year ended December 31, 2024, and as of December 31,
2024 the Company had total working capital of $8.2 million,
including $4.1 million of cash and cash equivalents, and an
accumulated deficit of $853.4 million. These conditions, along with
the other matters, raise substantial doubt about the Company's
ability to continue as a going concern.
As of Sept. 30, 2024, Workhorse Group had $101.41 million in total
assets, $54.15 million in total liabilities, and $47.26 million in
total stockholders' equity.
WRENA LLC: Court OKs Rights to Appeal Sale to Eaton Corp.
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The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has approved Wrena LLC to sell rights to appeal,
free and clear of liens, interests, and encumbrances.
On April 24, 2020, Eaton Corporation commenced litigation against
the Debtor and Angstrom Automotive Group, LLC (AAG) by filing a
Complaint in the U.S. District Court for the Northern District of
Ohio.
On June 17, 2024, the District Court entered judgment in favor of
Eaton against Debtor and AAG in the amount of $30 million.
On July 15, 2024, AAG and Debtor filed their Notice of Appeal in
the District Court Case and appealed the Judgment to the to the
U.S. Court of Appeals for the Sixth Circuit in Case No. 24-3604.
The appeal is currently stayed as to Debtor.
The Debtor has agreed to sell, transfer, convey, and assign all of
its right, title, and interest to all claims, causes of action, or
defenses asserted in the District Court Case belonging to Assignor,
including the right to appeal the Judgment; and the right to
prosecute the District Court Case to final judgment should Assignee
succeed in its appeal of the Judgment to Eaton Corporation or one
of its affiliates pursuant to the Assignment Agreement to the
Motion in exchange for payment of $25,000 to Debtor.
The Debtor is authorized to enter into the Assignment Agreement,
close the sale of the Appeal Rights, and, to the extent required to
close the sale of the Appeal Rights, to dismiss Debtor's appeal in
Case No. 24-3604 in the Appellate Court and the automatic stay of
11 U.S.C. Section 362 is modified to allow Debtor to dismiss the
appeal.
The Court asserts that the sale of the Appeal Rights is free and
clear of all liens, claims, and encumbrances.
About Wrena LLC
Wrena, LLC is a Tier 1 and Tier 2 automotive supplier in Tipp City,
Ohio.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-49047) on September
23, 2024, with $1 million to $10 million in both assets and
liabilities. Scott Eisenberg, chief restructuring officer, signed
the petition.
Judge Maria L. Oxholm oversees the case.
Wolfson Bolton Kochis PLL, Cascade Partners LLC and DWH Corp. serve
as the Debtor's legal counsel, investment banker and financial
advisor, respectively. Scott Eisenberg of DWH is the chief
restructuring officer.
XTI AEROSPACE: Streeterville Entities No Longer Hold Shares
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Streeterville Capital LLC, Streeterville Management, LLC, and John
M. Fife disclosed in a Schedule 13G (Amendment No. 1) filed with
the U.S. Securities and Exchange Commission that as of April 3,
2025, they cease to own more than 5% shares of XTI Aerospace,
Inc.'s Common Stock.
Streeterville may be reached through:
John Fife, President
303 East Wacker Drive, Suite 1040,
Chicago, IL 60601
Tel: 312-297-7000
About XTI Aerospace
XTI Aerospace, Inc. -- https://xtiaerospace.com -- is the parent
company of XTI Aircraft Company headquartered near Denver,
Colorado. XTI Aerospace is developing the TriFan 600, a vertical
lift crossover airplane (VLCA) that combines the vertical takeoff
and landing (VTOL) capabilities of a helicopter with the speed and
range of a fixed-wing business aircraft. The TriFan 600 is designed
to reach speeds of 345 mph and a range of 700 miles. Additionally,
the Inpixon (inpixon.com) business unit of XTI Aerospace is a
provider of real-time location systems (RTLS) technology with
customers around the world who use the Company's location
intelligence solutions in factories and other industrial facilities
to help optimize operations, increase productivity, and enhance
safety.
New York-based Marcum LLP, the Company's auditor since 2012, issued
a "going concern" qualification in its report dated April 16, 2024,
citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
As of Sept. 30, 2024, XTI Aerospace had $29.28 million in total
assets, $22.42 million in total liabilities, and $6.86 million in
total stockholders' equity.
*********
Monday's edition of the TCR delivers a list of indicative prices
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