/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240719.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 19, 2024, Vol. 28, No. 200 Headlines 24 HOUR FITNESS: Amritpal Singh Dispute Won't Proceed to Mediation 265 OCEAN PARKWAY: Updates DIP Lender Claim Pay; Amends Plan 352 WEST SIDE: Case Summary & Three Unsecured Creditors 867-871 KNICKERBOCKER: Case Summary & 14 Unsecured Creditors 980 ATLANTIC: Voluntary Chapter 11 Case Summary 99 BOTTLES: Case Summary & 20 Largest Unsecured Creditors ABIDE BRANDS: L. Todd Budgen Named Subchapter V Trustee AINOS INC: Extends Patent Deal With TCNT, Pays US$161,000 in Fees ALPINE 4 HOLDINGS: Has Until Dec. 23 to Regain Nasdaq Compliance AOG TRUCKING: Case Summary & 18 Unsecured Creditors APPTECH PAYMENTS: Closes Sale of $1.1 Million Convertible Debenture ATA HOLDINGS: Case Summary & Two Unsecured Creditors ATLAS LITHIUM: Antonis Palikrousis Holds 7.18% Stake as of July 11 AURORA GRACE: Holly Smith Miller Named Subchapter V Trustee B&B 4365: Gets OK to Sell San Diego Apartment to BP Investment BETTER CHOICE: Dismisses BDO USA as Auditor; Replacement Named BRIGHT MOUNTAIN: Extends Maturity of Credit Agreement to Dec. 31 CARVER BANCORP: Delays Annual Report for FY Ended March 31 CAYO INC: Nathan Smith Named Successor Subchapter V Trustee CFN ENTERPRISES: Stockholders OK Proposed Reverse Stock Split COMMERCIAL OFFICE: Edward Burr Named Subchapter V Trustee CUARTO LLC: Voluntary Chapter 11 Case Summary CUENTAS INC: Terwilliger Terminates Brooksville Property Sale EDGEWATER GENERATION: S&P Rates Secured Term Loan B Prelim 'BB-' EIGER BIOPHARMA: SSG Served as Investment Banker in Asset Sale EMCORE CORP: Gets Third Default Notice From Administrative Agent EMERGENT BIOSOLUTIONS: Settles MSA Dispute With Janssen for $50M ENDO INTERNATIONAL: Taps MASSIVE as Lien Resolution Administrator ETHEMA HEALTH: CEO Converts $2-Mil. Debt Into 4-Bil. Common Shares ETHEMA HEALTH: Finalizes Edgewater Recovery Center Acquisition FAB 5 LLC: Mark Sharf Named Subchapter V Trustee FARADAY FUTURE: To Host Investor Community Day on July 20 FLYNN CANADA: S&P Upgrades ICR to 'B+', Outlook Stable GB SCIENCES: Delays Annual Report for Fiscal Year Ended March 31 GOOD GAMING: Eliminates Chief Operating Officer Position GREELEY FLATS: Plan Contemplates Two Scenarios GREEN VALLEY: Court OKs Sale of Liquor License to SFLA II GSE SYSTEMS: All Six Proposals Approved at Annual Meeting HAQUE MEDICAL: Fine-Tunes Plan Documents HEIR'S MEN'S: Sam Della Fera Named Subchapter V Trustee HOW TO BUILD: Ruediger Mueller of TCMI Named Subchapter V Trustee I-ON DIGITAL: Incurs $294K Net Loss in First Quarter IBIO INC: Board Approves Award Agreements Under 2023 Plan INSPIREMD INC: Grosses $17.9M From Exercise of Series H Warrant INTRUSION INC: Inks $10M Standby Purchase Deal With Streeterville INVO BIOSCIENCE: Extends Maturity of $410K Conv. Note to Dec. 31 IQSTEL INC: Forecasts Strong Revenue Growth in Corporate Update ISPECIMEN INC: Chief Information Officer and Secretary Resigns JMMJ DEVELOPMENT: Case Summary & Three Unsecured Creditors JUBILANT FLAME: Incurs $22K Net Loss in First Quarter JW REALTY: Case Summary & Two Unsecured Creditors KINGDOM GROUP: Amy Denton Mayer Named Subchapter V Trustee LBB PLATFORM: Voluntary Chapter 11 Case Summary LEVEL 8 APPAREL: Court Narrows Claims in Capstone Adversary Case LLT MANAGEMENT: J&J Talc Proposed Settlement Deadline Set July 26 LOOP ENERGY: Initiates Restructuring Process With NOI Filing MADRONE MEMPHIS: S&P Assigns 'BB+' LT Rating on Revenue Bonds META MATERIALS: Signs Deal to Sell Authentication Business for $10M MO BAY BEIGNET: Jodi Dubose Named Subchapter V Trustee MOUNTAINSIDE COAL: Jointly Administered Cases Converted to Ch. 7 NABORS INDUSTRIES: S&P Rates New Senior Guaranteed Notes 'CCC' NATURALSHRIMP INC: Delays Form 10-K for FY Ended March 31 NEMAURA MEDICAL: Delays Annual Report for FY Ended March 31 NEUROONE MEDICAL: Falls Short of Nasdaq's Minimum Bid Price Rule NEW YORK SCHOOLS: A.M. Best Cuts Fin. Strength Rating to B(Fair) NORRISTOWN APPLIANCES: Leona Mogavero Named Subchapter V Trustee NOVA LIFESTYLE INC: Unit to Buy DesignXperience System for $660,000 NOVABAY PHARMACEUTICALS: Reports Prelim. Q2 Net Revenue of $2.4M OCEAN POWER: Board Approves 2024 Bylaws ODYSSEY MARINE: Board Approves 2024 Executive Compensation Plan ONE TABLE: Case Summary & 30 Largest Unsecured Creditors ONONDAGA COMMUNITY: S&P Affirms 'BB+' Rating on 2015A Rev. Bonds ORGENESIS INC: Curtis Slipman Quits as Director; Replacement Named ORGENESIS INC: Unit Secures $2 Million Loan From Yehuda Nir PACKABLE HOLDINGS: Panel May Amend Clawback Suit v Natures Bounty PARAMETRIC SOLUTIONS: Amends NRNS Acquisition Claims Pay Details PAREXEL INTERNATIONAL: S&P Assigns 'B' Rating on New Term Loan B PARKERVISION INC: Extends Maturity of GEM Convertible Notes PARLEMENT TECH: Judge Won't Halt Matze Case, Cites Purdue Ruling PERASO INC: Registers $50 Million in Unsold Securities PERICH AESTHETICS: Kathleen DiSanto Named Subchapter V Trustee POLAR POWER: Expects Up to $5 Million in Q2 2024 Revenues PROS HOLDINGS: Carlos Dominguez Steps Down as Director QUANTUM CORP: Amends Loan Agreements With Blue Torch, PNC Bank QURATE RETAIL: To Host Second Quarter Conference Call on Aug. 8 R.R. DONNELLEY: S&P Alters Outlook to Negative, Affirms 'B' ICR RELIABLE ROADSIDE: Lawrence Katz Named Subchapter V Trustee RISKON INTERNATIONAL: Delays Filing of FY 2024 Annual Report ROCKVILLE DIOCESE: Dismissal of Sex Abuse Victims' Claims Affirmed RUDOLPH W. GIULIANI: Court Dismisses Chapter 11 Bankruptcy Case SAFE & GREEN: Board OKs Grant of 125,261 RSUs to CEO SELECTIS HEALTH: Andrew Sink Quits as Director SEMILEDS CORP: Board Appoints Dr. Chris Chang Yu as Director SEMILEDS CORP: Incurs $316K Net Loss in Third Quarter SEMILEDS CORP: Schedules Annual Meeting for August 29 SIFCO INDUSTRIES: Peter Knapper Quits as Director SPUDDOG FARM: Loses Bid to Invalidate WBL's Pre-Bankruptcy Loan SUMMIT MIDSTREAM: S&P Upgrades ICR to 'B+', Outlook Stable SUPERSTAR ELIZABETH: Case Summary & Two Unsecured Creditors TECHPRECISION CORP: Delays Annual Report for FY Ended March 31 TEHUM CARE: Reaches $75M Chapter 11 Plan Settlement With Creditors TEHUM CARE: YesCare Secures $75M Settlement in Bankruptcy Case TRILOGY METALS: Incurs $1.76 Million Net Loss in Second Quarter TTW TRANSPORT: Creditors to Get Proceeds From Liquidation TUPPERWARE BRANDS: Forbearance Agreement Extended to July 14 TUPPERWARE BRANDS: Mariela Matute Quits as EVP & CFO UNIFIED LIFE: A.M. Best Puts B(Fair) Fin Strength Rating on Review VALOR AMMUNITION: Claims to be Paid from Operating Income VARSITY BRANDS: S&P Assigns 'B-' ICR, Outlook Positive VIEWBIX INC: Closes $256,875 Private Placement of Units VIEWBIX INC: Signs $2.5 Million Credit Agreement With Capitalink VIVAKOR INC: Inks Consulting Agreement With 395 Group VIVAKOR INC: Secures $850K Loans From Two Separate Lenders VTV THERAPEUTICS: Signs Deal to Expand Newsoara License Globally WHITNEY OIL & GAS: Sells East Bay Assets to Torrent for $1.65MM WISA TECHNOLOGIES: Nasdaq Confirms Equity Rule Compliance WOMEN'S HEALTH: Unsecureds to Get Share of Creditors' Trust XTI AEROSPACE: Falls Short of Nasdaq's Bid Price Requirement ZEVRA THERAPEUTICS: Inks New $75M Equity Deal With Citizens JMP ZION OIL: Executive Chairman Accepts Resignation of Director [*] Purpura, Lea, Haddad Join Blank Rome's Finance, Bankruptcy Team ********* 24 HOUR FITNESS: Amritpal Singh Dispute Won't Proceed to Mediation ------------------------------------------------------------------ Magistrate Judge Christopher J. Burke of the United States District Court for the District of Delaware has determined that mediation is not appropriate in the case captioned as AMRITPAL SINGH, Appellant, v. RS FIT NEW, LLC, Appellee. Civil Action No. 24-0678-GBW (D. Del.). After conducting an initial review of the case, including having gathered information from the parties and their counsel, the Court recommends that the assigned District Judge issue an order withdrawing the matter from mediation. A copy of the Court's decision dated July 12, 2024, is available at https://urlcurt.com/u?l=GP0bPf Amritpal Singh has lodged an appeal from the bankruptcy court order sustaining the Reorganized Company's objection to proof of claims # 24744 and 26866. About 24 Hour Fitness 24 Hour Fitness Worldwide, Inc., owns and operates fitness centers in the United States. As of March 31, 2017, the company operated 426 clubs serving approximately 3.6 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the 12 months ended March 31, 2017, the company generated total revenue of about $1.4 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. 24 Hour Fitness Worldwide and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11558) on June 15, 2020. 24 Hour Fitness was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Karen B. Owens is the case judge. The Debtors tapped Weil, Gotshal & Manges, LLP as lead bankruptcy counsel, FTI Consulting, Inc. as financial advisor, Lazard Freres & Co. LLC as investment banker. Pachulski Stang Ziehl & Jones, LLP, is the Debtors' local counsel. Prime Clerk, LLC, is the claims agent. PJT Partners acted as financial adviser and O'Melveny & Myers LLP acted as legal counsel to the ad hoc group of debt holders. Richards Layton & Finger PA is the group's local counsel. Morgan Stanley Senior Funding Inc., as lender administrative and collateral agent, is represented by Andrew L. Magaziner of Young Conaway Stargatt & Taylor LLP, and Richard A. Levy and James Ktsanes of Latham & Watkins LLP. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Cooley, LLP. * * * 24 Hour Fitness Worldwide in December 2020 won court approval of a bankruptcy-exit plan that would slash $1.2 billion of debt by handing the fitness chain over to a group of lenders. Unsecured creditors owed $900,000,000 were slated to recover only 0.1% to 1.0% under the plan. 265 OCEAN PARKWAY: Updates DIP Lender Claim Pay; Amends Plan ------------------------------------------------------------ 265 Ocean Parkway LLC submitted a Second Amended Disclosure Statement describing Third Amended Chapter 11 Plan of Reorganization dated July 2, 2024. With the Exit Contribution now in place, the debtor is now proceeding with confirmation of its Third Amended Chapter 11 plan of reorganization. The Plan envisions that the Debtor will complete construction of its residential redevelopment project (the "Project") and provides for the disposition and treatment of secured and unsecured claims for purposes of bankruptcy. The Project involves development of property located at 265 Ocean Parkway, Brooklyn, New York (the "Property") which has been ongoing for more than a decade. The existing pre-petition and post-petition secured debt encumbering the Property will be deferred until completion of the Project. At confirmation, the Debtor intends to pay allowed administrative and priority claims, plus establish a general creditor fund in the amount of $25,000 to make a pro rata distribution. All of this (plus remaining construction) shall be funded in the total sum of $2.3 million (defined as the "Exit Contribution") by Simon Alishaev, one of the pre-petition equity interest holders. The Post-Petition DIP Loan. Post-petition the Debtor obtained authorization to borrow up to the sum of $3,472,486, plus interest at a rate of 4.25% per annum from the DIP Lender, Simon Alishaev. The actual draws under the DIP Loans totaled $2,738,099.56 and were used to resume construction on the Project. These loans remain fully outstanding. Since the DIP Loans arose post-petition they are being treated as an unclassified Administrative Expense Claim. The unclassified DIP Loans shall be paid after the Project is completed. When Newco either refinances or sells the Property, the proceeds generated therefrom, after closing costs, shall be allocated to pay the unclassified DIP Loans owed to Mr. Alishaev in full of $2,738,099.56, together with accrued interest as may be applicable. The payment of the unclassified DIP Loans shall be deferred, however, until completion of the Project. Class 3 consists of the Allowed General Unsecured Claims. There are two Allowed Class 43 General Unsecured Claims held by Alfredo Boccia in the amount of $7,458 and GC Eng. Engineering in the amount of $16,550. The unfiled and disputed claims of the Tort Claimants asserted in the State Court Litigation are not being allowed in bankruptcy and therefore shall not be eligible to share in the pro rata distribution under the Plan for Unsecured Creditors. The holders of Class 3 Unsecured Claims shall receive a pro rata cash distribution from the Creditor Fund up to 100% of their claims. Since the two Allowed Class 3 Claims total $24,008 both claims are projected to be paid in full from the Creditor Fund. The Class 3 claims of Unsecured Claims are impaired and eligible to vote on the Plan. The Plan shall be implemented through the Exit Contribution, which shall be funded into escrow with the Disbursing Agent prior to the Effective Date. These monies shall be used first to pay all allowed Administrative Expenses and Priority Claims and establish the Creditor Fund pursuant to which a pro rata distribution to Class 3 Unsecured Claims shall be made. Insofar as the respective unclassified DIP Loans and Class 1 Secured Claim of the Pre-Petition Lender are concerned, their respective liens and mortgages shall continue to attach to the Property and survive confirmation of the Plan. All real estate taxes shall be brought current on the Effective Date. Construction shall continue with the goal of leasing up the Property so that it can be refinanced or sold based on a projected completion value of $13.75 million to pay the deferred debt. The secured debt shall be paid in the following order: first, to pay and satisfy the unclassified DIP Loans in full with interest; and second, to pay and satisfy the pre-petition mortgage debt owed to the Pre-Petition Lender up to the allowed amount of the PrePetition Lender's claim in full, together with accrued interest. Newco shall retain full authority and discretion to complete the Project, lease the apartment units and pursue either a sale or refinancing of the Property post-confirmation. A full-text copy of the Second Amended Disclosure Statement dated July 2, 2024 is available at https://urlcurt.com/u?l=Pr1lGq from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway New York, NY, 10036 Tel: (212) 301-6944 Email: knash@gwfglaw.com About 265 Ocean Parkway 265 Ocean Parkway, LLC, is a Brooklyn, N.Y.-based company, which owns a real property that it acquired about 10 years ago with the intention of redeveloping the site into a residential condominium building. The property is located at 265 Ocean Parkway, Brooklyn, N.Y. 265 Ocean Parkway filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-42325) on Sept. 14, 2021, listing as much as $10 million in both assets and liabilities. Michael Sorotzkin, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Goldberg Weprin Finkel Goldstein, LLP, as legal counsel. 352 WEST SIDE: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: 352 West Side Ave., LLC 352 West Side Avenue Jersey City, NJ 07305 Business Description: 352 West is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 18, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-17174 Judge: Hon. John K Sherwood Debtor's Counsel: Stephen B. McNally, Esq. MCNALLYLAW, LLC 93 Main Street Suite 201 Newton, NJ 07860 Tel: 973-300-4260 Fax: 973-300-4264 Email: steve@mcnallylawllc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mendel Deutsch as authorized representative of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EAONCHY/352_West_Side_Ave_LLC__njbke-24-17174__0001.0.pdf?mcid=tGE4TAMA 867-871 KNICKERBOCKER: Case Summary & 14 Unsecured Creditors ------------------------------------------------------------ Debtor: 867-871 Knickerbocker LLC 867-871 Knickerbocker Avenue Brooklyn, NY 11207 Business Description: The Debtor is the fee owner of a three-story residential building located at 867 Knickerbocker Avenue, Brooklyn, New York 11207 and a three-story residential building located at 871 Knickerbocker Avenue, Brooklyn, New York 11207. The current value of the Debtor's interest in the Properties is $4.63 million. Chapter 11 Petition Date: July 18, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-42979 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Vivian Sobers, Esq. SOBERS LAW PLLC 11 Broadway Suite 615 New York, NY 10004 Tel: (917) 225-4501 Email: vsobers@soberslaw.com Total Assets: $4,846,959 Total Liabilities: $4,678,825 The petition was signed by Zalmen Wagschal as principal. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NY7EJCQ/867-871_Knickerbocker_LLC__nyebke-24-42979__0001.0.pdf?mcid=tGE4TAMA 980 ATLANTIC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 980 Atlantic Holdings LLC 1030 41st Street Suite 1 Brooklyn, NY 11219 Business Description: 980 Atlantic is engaged in activities related to real estate. Chapter 11 Petition Date: July 18, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-42977 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Isaac Nutovic, Esq. LAW OFFICES OF ISAAC NUTOVIC 261 Madison Avenue, 26th Floor New York, NY 10016 Tel: 917-922-7963 Email: inutovic@nutovic.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Raphael B. Elkaim as co-manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NLXLYDI/980_Atlantic_Holdings_LLC__nyebke-24-42977__0001.0.pdf?mcid=tGE4TAMA 99 BOTTLES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 99 Bottles Hospitality LLC 712 E New Haven Ave Melbourne, FL 32901 Business Description: The Debtor owns and operates a full service restaurant business. Chapter 11 Petition Date: July 17, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-03666 Debtor's Counsel: Michael Faro, Esq. FARO & CROWDER 700 N Wickham Road Suite 205 Melbourne, FL 32935 Tel: 321-784-8158 Email: ahinkley@farolaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin O. Andersen as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GR4JFFI/99_Bottles_Hospitality_LLC__flmbke-24-03666__0001.0.pdf?mcid=tGE4TAMA ABIDE BRANDS: L. Todd Budgen Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a practicing attorney in Longwood, Fla., as Subchapter V trustee for Abide Brands, Inc. Mr. Budgen will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Tel: (407) 232-9118 Email: Todd@C11Trustee.com About Abide Brands Inc. Abide Brands Inc. provides environmental contracting and restoration firm. The Company offers abatement, lead paint, vermiculite, and PCB removal services. Abide serves customers in the States of Connecticut and Massachusetts. [BN] Abide Brands Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03075) on June 19, 2024. In the petition filed by Jared Schneider, as president and sole shareholder, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Judge Lori V. Vaughan handles the case. The Debtor is represented by Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP. AINOS INC: Extends Patent Deal With TCNT, Pays US$161,000 in Fees ----------------------------------------------------------------- Ainos, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and Taiwan Carbon Nano Technology Corporation entered into the second addendum to the Product Development Agreement to extend the non-exclusive use of that certain patents related to volatile organic compounds and point-of-care testing technologies and to pay the Patent Use Fee for an additional three months, from July 2024 to September 2024. As previously reported, on August 1, 2021, Ainos, Inc. entered into a five-year product development agreement with Taiwan Carbon Nano Technology Corporation. TCNT holds a majority share of Ainos Inc., a Cayman Islands corporation, which holds approximately 39% of the voting power of the Company as of July 8, 2024. Pursuant to the Product Development Agreement, the parties will co-develop pharmaceutical, medical device and other products defined in the agreement. As previously reported, on January 9, 2024, the Company and TCNT entered into an addendum to the Product Development Agreement in connection with the scope of co-development and certain terms. For products defined in the First Addendum Agreement, TCNT will provide facilities, equipment, mass production process technology, ISO9001 and ISO13485 related management, as well as mass production support. The procurement of parts and raw materials, rental fees, and utility expenses are excluded. The Company paid a total fee of NT$5 million (approximately USD$161,000) for five-years of development commencing from 2024. For six months commencing from January 2024, TCNT will provide non-exclusive use of certain patents related to "VOC" and "POCT" technologies for a monthly fee of US$95,000 (plus 5% sales tax), with negotiable payment terms. A full-text copy of the Second Addendum Agreement is available at https://tinyurl.com/ye255z49 About Ainos Ainos, Inc. -- www.ainos.com -- formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company focused on the development of novel point-of-care testing (the "POCT"), therapeutics based on very low-dose interferon alpha (the "VELDONA"), and synthetic RNA-driven preventative medicine. The Company's product pipeline includes commercial-stage VELDONA Pet cytoprotein supplements, clinical-stage VELDONA human therapeutics and telehealth-friendly POCTs powered by the AI Nose technology platform. Ainos reported a net loss of $13.77 million for the year ended Dec. 31, 2023, compared to a net loss of $14.01 million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $31.84 million in total assets, $7.39 million in total liabilities, and $24.45 million in total stockholders' equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALPINE 4 HOLDINGS: Has Until Dec. 23 to Regain Nasdaq Compliance ---------------------------------------------------------------- Alpine 4 Holdings, Inc. announced July 2, 2024, its receipt of written notification from the Listing Qualifications Department Staff of The Nasdaq Stock Market LLC granting the Company's request for an additional 180-day extension to regain compliance under the Nasdaq Listing Rule 5550(a)(2), the bid price requirement. The Company now has until Dec. 23, 2024, to meet this requirement. Nasdaq's granting of the additional 180-day period to regain compliance with the bid price requirement has no immediate effect on the continued listing status of the Company's Class A common stock on The Nasdaq Capital Market LLC under the trading symbol "ALPP." If at any time during the additional 180-day extension, the bid price of the Company's Class A common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Listing staff may provide the Company with written confirmation of compliance and the bid price issue may be resolved. The Company was first notified by Nasdaq of its failure to maintain a minimum bid price of $1.00 per share under Rule 5550(a)(2) on Dec. 27, 2023, and was given until June 24, 2024, to regain compliance. On June 12, 2024, the Company sought an additional 180-calendar-day period in which to regain compliance with the bid price requirement, which request was granted on July 2, 2024. The Company intends to continue to monitor the bid price for its shares of Class A common stock between now and the expiration of the second compliance period and will consider all available options to resolve the deficiency including a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Nasdaq listing criteria or meet the continued listing requirements of The Nasdaq Capital Market. The Staff indicated that its determination to grant the additional 180-day period is based on the Company meeting the continued listing requirement for market value of publicly held shares and other applicable requirements for initial listing on the Capital Market, and the Company's written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not meet the minimum bid requirement during the additional 180-day extension, Nasdaq will provide written notification to the Company that its Class A common stock will be subjected to delisting. At such time, the Company may appeal the delisting determination to the Nasdaq Hearings Panel. There can be no assurance that if the Company does appeal a subsequent delisting determination, that such appeal would be successful. On a separate note, the Company participated in its Hearing with the Nasdaq Panel on July 2, 2024, in relation to its delinquent public reports, namely the Annual Report on Form 10-K for the year ended Dec. 31, 2023, and the Quarterly Report on Form 10-Q for the period ended March 31, 2024. The Company was informed at the Hearing that the Panel's determination can take several weeks. As such, the Company will provide additional information to Shareholders upon receipt by the Company of the Panel's decision. As stated previously, the Company is working diligently with its auditors to complete the Annual and Quarterly Reports and to file them with the SEC as soon as possible to regain full compliance with the reporting requirement. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a Nasdaq traded Holding Company (trading symbol: ALPP) that acquires business, wholly, that fit under one of several portfolios: Aerospace, Defense Services, Technology, Manufacturing or Construction Services as either a Driver, Stabilizer or Facilitator from Alpine 4's disruptive DSF business model. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. The Company has not yet filed its Annual Report on Form 10-K for the year ended Dec. 31, 2023, and Quarterly Report for the Quarter Ended March 31, 2024. AOG TRUCKING: Case Summary & 18 Unsecured Creditors --------------------------------------------------- Debtor: AOG Trucking, Inc. 11766 County Road 252 Mc Alpin, FL 32062 Business Description: AOG Trucking is a transportation and trucking company specializing in the aviation & aerospace sectors. Its services include transporting large commercial airline engines and major flight structures, but its expertise extends beyond flight equipment to include Ground Support Equipment (GSE), and encompassing over -dimensional loads. Chapter 11 Petition Date: July 17, 2024 Court: United States Bankruptcy Court Middle District of Florida Judge: Hon. Jason A Burgess Debtor's Counsel: Thomas Adam, Esq. ADAM LAW GROUP, PA 2258 Riverside Ave Jacksonville, FL 32204 Email: tadam@adamlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by R. Brian Butler as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6DFIFVY/AOG_Trucking_Inc__flmbke-24-02050__0001.0.pdf?mcid=tGE4TAMA APPTECH PAYMENTS: Closes Sale of $1.1 Million Convertible Debenture ------------------------------------------------------------------- AppTech Payments Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 11, 2024, the Company closed a private placement offering of $1,100,000 in principal amount of the Company's 6% convertible debenture and a warrant to purchase up to 750,000 shares of the Company's common stock, to a certain investor. Pursuant to a Securities Purchase Agreement, dated July 10, 2024, the Debenture was sold to the Purchaser for a purchase price of $1,000,000, representing an original issue discount of 10%. In connection with the Offering, a non-accountable fee of $20,000 was withheld from the Purchase Price by the Purchaser to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement. The Company also paid certain placement fees and legal fees. The Company issued an aggregate of 100,000 shares of restricted common stock on the closing date as follows: 50,000 of the Commitment Shares to the Purchaser and 50,000 of the Commitment Shares to the Purchaser's designee. The Debenture matures 12 months from its date of issuance and bears interest at a rate of 6% per annum payable on the maturity date. The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a conversion price equal to $1.07, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Debenture is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitles any person the right to acquire, shares of common stock, at an effective price per share that is lower than the then Conversion Price. In the event of any such anti-dilutive event, the Conversion Price will be reduced at the option of the holder to such lower effective price of the dilutive event. The Debenture is redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any. In no event will the holder be entitled to convert any portion of the Debenture in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least 61 days prior to the effective date of such notice that the provision be adjusted to 9.99%. While the Debenture is outstanding, if the Company or subsidiary of the Company receives cash proceeds of more than $1,500,000.00 in the aggregate from any source or series of related or unrelated sources, the Company shall, within two business days of Company's or respective subsidiary's receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company or subsidiary of the Company to immediately apply up to 50% of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company or subsidiary of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture. Upon the occurrence of certain events of default specified in the Debenture, such as a failure to honor a conversion request, failure to maintain the Company's listing, the Company's failure to comply with its obligations under Securities Exchange Act of 1934, as amended, a breach of the Company's representations or covenants, or the failure obtain shareholder approval within 30 days after the Exchange Cap (as defined herein) is reached, as amended, 120% of all amounts owed to holder under the Debenture, together with default interest at 18% per annum if any, shall then become due and payable. The Warrant expires five years from its date of issuance. The Warrant is exercisable, at the option of the holder, at any time, for up to 750,000 of shares of common stock of the Company at an exercise price equal to $1.16, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Warrant is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person the right to acquire, shares of common stock, at an effective price per share that is lower than the then Exercise Price. In the event of any such anti-dilutive event, the Exercise Price will be reduced at the option of the holder to such lower effective price of the dilutive event. The number of shares of the Company's common stock that may be issued upon conversion of the Debenture and exercise of the Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the Purchase Agreement, is subject to an exchange cap of 19.99% of the outstanding number of shares of the Corporation's common stock on the closing date, 4,946,388 shares, unless shareholder approval to exceed the Exchange Cap is approved. The Exchange Cap is subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split (including forward and reverse), or other similar transaction. In connection with the Offering, the Company entered into a Registration Rights Agreement, dated July 10, 2024, with the Purchaser where it agreed to file a registration statement within 30 days to register the Commitment Shares, the shares of common stock issuable under the Debenture and the Warrant, and shares of common stock issued to the Purchaser and the Purchaser's designee as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on beneficial ownership in the Debenture or Warrant, with the Securities and Exchange Commission. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Purchaser represented to the Company, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. About AppTech Payments Corp. Headquartered in Carlsbad, California, AppTech Payments Corp. -- www.apptechcorp.com -- provides digital financial services for corporations, small and midsized enterprises and consumers through the Company's scalable cloud-based platform architecture and infrastructure, coupled with its commerce experiences development and delivery model. AppTech's all-in-one Fintech platform, FinZeo, delivers best-in-class financial technologies and capabilities through an ever-evolving modular cloud/edge-based architecture. The FinZeo platform houses a large array of financial products and services that can be implemented off-the-shelf or customized via modern APIs. Within its FinZeo platform, AppTech offers Payments-as-a-Service ("PaaS"), Banking-as-a-Service ("BaaS"), and the Commerse Portal. San Diego, California-based DBBMcKennon, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 1, 2024, citing the Company's limited revenues and recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ATA HOLDINGS: Case Summary & Two Unsecured Creditors ---------------------------------------------------- Debtor: ATA Holdings, LLC 978 N. Hwy. 190 Covington LA 70433 Business Description: ATA Holdings is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: July 16, 2024 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 24-11366 Judge: Hon. Meredith S Grabill Debtor's Counsel: Janna C. Bergeron, Esq. LAW OFFICE OF JANNA C. BERGERON 222 N. Vermont St. Ste. T Covington LA 70433 Tel: (985) 892-1180 Email: jannaberg22@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Adam Ackel as manager. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6FOEHII/ATA_Holdings_LLC__laebke-24-11366__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z2WKKZY/ATA_Holdings_LLC__laebke-24-11366__0001.0.pdf?mcid=tGE4TAMA ATLAS LITHIUM: Antonis Palikrousis Holds 7.18% Stake as of July 11 ------------------------------------------------------------------ Antonis Palikrousis disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of July 11, 2024, he beneficially owned 1,074,300 shares of Atlas Lithium Corporation's common stock, representing 7.18% of the shares outstanding. A full-text copy of Mr. Palikrousis' SEC Report is available at https://tinyurl.com/43uh882h About Atlas Lithium Headquartered in Minas Gerais, Brazil, Atlas Lithium Corporation -- http://www.atlas-lithium.com/-- is a mineral exploration and development company with lithium projects and multiple lithium exploration properties. In addition, the Company owns exploration properties in other battery minerals, including nickel, copper, rare earths, graphite, and titanium. Its current focus is the development from exploration to active mining of its hard-rock lithium project located in the state of Minas Gerais in Brazil at a well-known lithium-bearing pegmatitic district, which has been denominated by the government of Minas Gerais as "Lithium Valley." Atlas Lithium reported a net loss of $42.63 million for the 12 months ended Dec. 31, 2023, compared to a net loss of $5.66 million for the 12 months ended Dec. 31, 2022. As of March 31, 2024, the Company had $37.70 million in total assets, $35.10 million in total liabilities, and $2.60 million in total stockholders' equity. Atlas Lithium has historically incurred net operating losses and has not yet generated material revenues from the sale of products or services. As a result, the Company's primary sources of liquidity have been derived through proceeds from the (i) sales of its equity and the equity of one of its subsidiaries, and (ii) issuance of convertible debt. As of March 31, 2024, the Company had cash and cash equivalents of $17,729,465 and working capital of $11,280,122, compared to cash and cash equivalents $29,549,927 and a working capital of $24,044,931 as of December 31, 2023. The Company believes its cash on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least 12 months. However, the Company's future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of its growth, its ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand its mineral resources, the types of processing facilities it would need to install to obtain commercial-ready products, and the ability to attract talent to manage its different areas of endeavor. To the extent that its current resources are insufficient to satisfy its cash requirements, the Company may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than it expects, the Company may be forced to scale back its existing operations and growth plans, which could have an adverse impact on its business and financial prospects and could raise substantial doubt about its ability to continue as a going concern. AURORA GRACE: Holly Smith Miller Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for Aurora Grace, LLC. Ms. Miller will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Miller declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Boulevard, Suite 1901 Philadelphia, PA 19103 Telephone: (215) 238-0012 Facsimile: (215) 238-0016 Email: hsmiller@gsbblaw.com About Aurora Grace Aurora Grace, LLC, doing business as Aurora Grace Chocolates, is a chocolate shop based in Philadelphia, PA, offering pastries, pantry, French macarons, Barks, and Bonbons. The Debtor also provides personalized gifting for corporate, weddings & events. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12369) on July 10, 2024, with $37,469 in assets and $1,032,047 in liabilities. Aurora Grace Wold-Shire, owner, signed the petition. Judge Ashely M. Chan presides over the case. James M. Matour, Esq. at Dilworth Paxson, LLP represents the Debtor as legal counsel. B&B 4365: Gets OK to Sell San Diego Apartment to BP Investment -------------------------------------------------------------- B&B 4365 Ohio St., LLC got the green light from a U.S. bankruptcy judge to sell its apartment building in San Diego, Calif. Judge Margaret Mannof of the U.S. Bankruptcy Court for the Southern District of California approved the agreement, which provides for the sale of the company's apartment building, along with its personal property, to BP Investment, LLC. Under the deal, BP Investment offered to purchase the property for $5.5 million "free and clear" of liens, claims and encumbrances. As part of the sale, BluePrint Moderate Portfolio, LP will waive its $2.5 million claim against B&B. BluePrint is managed by Cory Burnell who also manages BP Investment. B&B will use the proceeds from the sale to, among other things, pay property taxes and the claims of DNJN Investments, LLC and NG North Park, LLC. DNJN and NG North Park are both assignees of the loans provided to BP Investment. Both companies purchased the loans, at a material discount, to obtain the San Diego property through a foreclosure. About B&B 4365 Ohio St. B&B 4365 Ohio St., LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Calif. Case No. 23-03488) on Nov. 6, 2023, with $1 million to $10 million in both assets and liabilities. Judge Margaret M. Mann oversees the case. Barnes & Thornburg, LLP serves as the Debtor's legal counsel. BETTER CHOICE: Dismisses BDO USA as Auditor; Replacement Named -------------------------------------------------------------- Better Choice Company Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 9, 2024, the Company notified BDO USA, P.C. that it was being dismissed as the Company's independent registered public accounting firm. On July 12, 2024, the Board of Directors of the Company, upon the recommendation of the audit committee, approved the dismissal of BDO as the Company's independent registered public accounting firm, and approved and ratified the engagement of Marcum LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending Dec. 31, 2024. With the exception of a "going concern" qualification, BDO's report on the Company's consolidated financial statements as of and for the fiscal years ended Dec. 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the Company's two most recent fiscal years and through July 12, 2024, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BDO's satisfaction, would have caused BDO to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than the material weaknesses reported by management in the Company's annual report on Form 10-K for the fiscal year ended Dec. 31, 2023, as filed with the U.S. Securities and Exchange Commission on April 12, 2024 related to (i) failure to maintain controls over the operating effectiveness of cybersecurity and IT general controls; (ii) insufficient policies and procedures to review, analyze, account for and disclose complex transactions; (iii) failure to design and maintain controls over the operating effectiveness of revenue recognition controls. The material weakness related to the failure to maintain controls over the operating effectiveness of cybersecurity and IT general controls was remediated as of March 31, 2024. The Company reported that during the two most recent fiscal years and any subsequent interim periods prior to the engagement of Marcum, neither the Company nor anyone acting on its behalf, has consulted with Marcum regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or the effectiveness of internal control over financial reporting, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K. About Better Choice Headquartered in Tampa, Florida, Better Choice Company Inc. -- http://www.betterchoicecompany.com/-- is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. The Company sells its premium and super-premium products under the Halo brand umbrella, including Halo Holistic, Halo Elevate and the former TruDog brand, which has been rebranded and successfully integrated under the Halo brand umbrella during the third quarter of 2022. Tampa, Florida-based BDO USA, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has continually incurred operating losses, has an accumulated deficit and failed to meet certain financial covenants as of Dec. 31, 2023. These matters create substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these consolidated financial statements are issued. BRIGHT MOUNTAIN: Extends Maturity of Credit Agreement to Dec. 31 ---------------------------------------------------------------- Bright Mountain Media, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that effective June 30, 2024, 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 Master Credit Fund II, L.P., and the lenders party thereto entered into the Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement to amend certain terms of the Credit Agreement. The Company and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement between themselves, the lenders party thereto and Centre Lane Partners, as Administrative Agent and Collateral Agent, dated June 5, 2020, as amended. Centre Lane Partners and its affiliates collectively beneficially own approximately 21.3% of the Company's common stock. The principal changes to the Credit Agreement made in the Twentieth Amendment, include but are not limited to, the following terms: (i) Extending the maturity date of the Nineteenth Amendment Term Loan from June 30, 2024 to Dec. 31, 2024; ( ii) Changing the repayment of the Nineteenth Amendment Term Loan so that commencing Sept. 30, 2024, the Company commences repayment by making four monthly payments of principal and interest with the balance payable on Dec. 31, 2024; (iii) Adjusting the amortization of the Last Out Loans so that quarterly installments of $100,000 commence on Sept. 30, 2024, with such quarterly payments increasing to 2.5% of the amount outstanding under such loans (including capitalized PIK Interest) commencing on March 31, 2025 (previously such increased payments started on March 31, 2024); (iv) Changing the Last Out Loan PIK Rate to the Term SOFR plus 7% until Dec. 31, 2024 (previously in place only until June 30, 2024), and to the Term SOFR plus 5% (previously 2%) thereafter; (v) Conversion of interest payable on the First Out Loans from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15% with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or transition to payments made 10% PIK and 5% in cash; (vi) Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment Term Loan to Dec. 31, 2024; and (vii) Agreeing to pay an amendment fee equal to 2% of the principal amount of the Seventeenth Amendment Term Loan and Nineteenth Amendment Term Loan, which amount was paid-in-kind by adding the amount of such amendment fee to the outstanding principal balance. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com-- unites a diverse portfolio of companies to deliver a full spectrum of advertising, marketing, technology, and media services under one roof -- fused together by data-driven insights. Bright Mountain Media's subsidiaries include Deep Focus Agency, LLC, BV Insights, LLC, CL Media Holdings, LLC, and Bright Mountain, LLC. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CARVER BANCORP: Delays Annual Report for FY Ended March 31 ---------------------------------------------------------- Carver Bancorp, Inc. was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended March 31, 2024 by the July 1, 2024 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report. The Company expects that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Carver Bancorp Headquartered in New York, Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly- owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its seven branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver Bancorp reported a net loss of $4.40 million for the year ended March 31, 2023, a net loss of $847,000 for the year ended March 31, 2022, a net loss of $3.90 million for the year ended March 31, 2021, a net loss of $5.42 million for the year ended March 31, 2020, and a net loss of $5.94 million for the year ended March 31, 2019. The Company reported a net loss of $2.99 million for the nine months ended Dec. 31, 2023. As of Dec. 31, 2023, Carver Bancorp had $775.31 million in total assets, $732.58 million in total liabilities, and $42.73 million in total equity. CAYO INC: Nathan Smith Named Successor Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as Successor Subchapter V trustee for Cayo Inc. Mr. Smith, a partner at Malcolm & Cisneros, will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nathan F. Smith, Esq. Malcolm & Cisneros 2112 Business Center Drive Irvine, CA 92612 Phone: (949) 252-9400 Email: nathan@mclaw.org About Cayo Inc. Cayo Inc., an agency that markets and sells web-based life insurance, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 20-50785) on Aug. 13, 2020. The petition was signed by Harry Grundmann, president. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Bruce T. Beesley oversees the case. The Debtor tapped Darby Law Practice as legal counsel and JWLCPA LLC as certified public accountant. CFN ENTERPRISES: Stockholders OK Proposed Reverse Stock Split ------------------------------------------------------------- CFN Enterprises Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that on June 17, 2024, the Company commenced a written consent solicitation from its stockholders to approve an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse split of the Company's common stock, par value $0.001 per share, in the range from 1-for-2 to 1-for-50, with the exact ratio to be determined in the sole discretion of the Company's Board of Directors no later than one year after approval, and the first consent was mailed on June 21, 2024. As of July 5, 2024, the Company's stockholders had approved the Amendment and the Company ended the written consent solicitation. The Amendment required the written consent of the majority of the Company's issued and outstanding shares of Common Stock. At the record date for the written consent solicitation the Company had 82,210,664 shares of Common Stock issued and outstanding. Holders of 60.98% of the Company's issued and outstanding shares of Common Stock approved the Amendment. If the Board determines to implement the Amendment, the Company will communicate to the public, prior to the effective time of the Amendment, additional details regarding the Amendment (including the final reverse split ratio, as determined by the Board). The Board reserves the right to elect not to proceed with implementing the Amendment if it determines, in its sole discretion, that the Amendment is no longer in the best interests of the Company or its stockholders. About CFN Enterprises Inc. CFN Enterprises Inc owns and operates as a media agency. The Company owns and operates CFN Media, a digital marketing agency specializing in compliant, turnkey ad campaigns for the global cannabis, hemp and wellness industries, or the CFN Business, and a white label manufacturing and co-packing business for the global cannabis, hemp and wellness industries, or the Ranco Business. The Company's ongoing operations currently consist primarily of the CFN Business and the Ranco Business and it will continue to pursue strategic transactions and opportunities. The Company is currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products. The Company also owns CNP Operating which is a cannabidiol manufacturer. New York, N.Y.-based RBSM LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 11, 2024, citing that the Company has suffered recurring losses from operations 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. COMMERCIAL OFFICE: Edward Burr Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 17 appointed Edward Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for Commercial Office Resource Environments, LLC. Mr. Burr will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Edward Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@macrestructuring.com About Commercial Office Resource Commercial Office Resource Environments, LLC d/b/a Core, LLC is a full-service corporate procurement & commercial furniture dealer. It serves corporate businesses, federal government, and an array of industries including education, healthcare, hospitality, and non-profit. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05551) on July 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Mercedes Flores, manager, signed the petition. Judge Scott H. Gan presides over the case. JoAnn Falgout, Esq. at GUIDANT LAW, PLC represents the Debtor as legal counsel. CUARTO LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Cuarto LLC Little Big Burger (LBB) 1404 Orchard St Suite B Eugene OR 97403 Business Description: The Debtor owns a restaurant business. Chapter 11 Petition Date: July 18, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-42494 Debtor's Counsel: Richard Grant, Esq. CULHANE, PLLC 13101 Preston Road, Suite 110-1510 Dallas, TX 75240 Tel: 214-210-2929 Email: rgrant@cm.law Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Pruitt as president. The Debtor failed to list in the petition its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/24N6GMI/Cuarto_LLC__txnbke-24-42494__0001.0.pdf?mcid=tGE4TAMA CUENTAS INC: Terwilliger Terminates Brooksville Property Sale ------------------------------------------------------------- Cuentas, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 11, 2024, it received definitive notice that Terwilliger Brothers Residential LLC, a Florida limited liability company, was no longer able to commit to purchase the "Brooksville Property" located at 19200 Cortez Boulevard, Brooksville, Florida. On June 17, 2024, Cuentas was advised that the Buyer of the Brooksville Property was still interested to structure a deal to acquire the property and develop it but need additional time to complete this process. On June 19, 2024, Cuentas was advised by Brooksville Development Partners, LLC ("Company") that the contract for the sale of the Brooksville Property was terminated by the Buyer on June 7, 2024 as this was the final date for return of their refundable escrow deposit. The property was originally purchased April 28, 2023 for $5.05 Million and was under contract to be sold for $7.2 Million. Cuentas contributed $2 million to the original purchase price and almost $65k towards engineering expenses. The $3.05 million mortgage with Republic Bank of Chicago was amended and restated on January 27, 2024 for $3.055 million. Additionally, a $500,000 Loan Extension Agreement was executed between the Company and ALF Trust u/a/d 09/28/2023 to ensure the Promissory Note necessary to fund the interest reserve and fees relating to the Loan Extension Agreement and the working capital needs of the Company. Brooksville Development Partners, LLC consists of Brooksville Development DE, LLC (the "Class A Member" with 30% Membership Interest), Cuentas Inc, (a "Class B Member" with 63% Membership Interest) and Brooksville FL Partners, LLC, (a "Class B Member" with 7% Membership Interest), collectively the "Members". Cuentas is not restricted at this time to offer the property to other potential buyers and/or developers. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- is creating an alternative financial ecosystem for the growing global population who do not have access to traditional financial alternatives. The Company's proprietary technologies help to integrate FinTech (Financial Technology), e-finance and e-commerce services into solutions that deliver next generation digital financial services to the unbanked, under-banked and underserved populations nationally in the USA. The Cuentas Platform integrates Cuentas Mobile, the Company's Mobile Telecommunications solution, with its core financial services offerings to help entire communities enter the modern financial marketplace. Cuentas has launched its General Purpose Reloadable (GPR) Card, which includes a digital wallet, discounts for purchases at major physical and online retailers, rewards, and the ability to purchase digital content. Cuentas, Inc. reported a net loss of $2.19 million for the year ended Dec. 31, 2023, compared to a net loss of $14.53 million for the year ended Dec. 31, 2022. As of March 31, 2024, the Company had $3.45 million in total assets, $3.84 million in total liabilities, and a total stockholders' deficit of $395,000. Tel-Aviv, Israel-based Yarel + Partners, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has incurred net losses since its inception, and has not yet generated sufficient revenues to support its operations. As of December 31, 2023, there is an accumulated deficit of approximately $55 million and a negative working capital of approximately $3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. EDGEWATER GENERATION: S&P Rates Secured Term Loan B Prelim 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' issue rating and '2' recovery rating, to Edgewater Generation LLC's proposed $975 million term loan B. Edgewater will use the proceeds to refinance debt and pay transaction-related fees and expenses. The preliminary '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. S&P said, "Based on our view of industry factors, market-driven variables such as power demand and the pace and magnitude of the retirement of uneconomical units, and commodity and capacity pricing, we forecast a minimum and median debt service coverage ratio (DSCR) of 1.56x (including the post-refinancing period)." Edgewater is a portfolio of four natural gas-fired assets totaling 2.7 gigawatts (GW). The 1.3 GW Fairless Power Station, the portfolio's main asset, is in Pennsylvania within the PJM power market. Also within PJM are the West Lorain and Garrison facilities. West Lorain is a 545-megawatt (MW) peaking facility near Lake Erie in Lorain, Ohio; Garrison is a 309-MW facility in Dover, Del. The portfolio also has exposure to the independent system operator of New England (ISO-NE) via its 510-MW Manchester Street Power Station in Rhode Island. Lotus Infrastructure Partners is the project sponsor. Portfolio diversification with four independent assets Three of the four assets sell forward-capacity to the PJM power market, which is the largest and most liquid in the U.S. Wholesale power market is competitive, and this portfolio is exposed to market risks, such as power demand, commodity prices, and capacity auction cleared prices. Energy transition and decarbonization is a long-term risk for thermal-based merchant generators. Exposure to refinancing risk when the term loan B matures in 2031. S&P said, "We view the proposed refinancing to be positive for credit quality. Edgewater is raising $1.100 billion to repay its senior secured term loan B and revolving credit facilities, as well as cover transaction-related fees and expenses. The proposed issuance will consist of a $975 million senior secured term loan B with a term of six years; a senior secured revolving facility with a capacity of $75 million, expiring in five years; and a $50 million letter of credit facility, also expiring in five years. We also note the proposed term loan B structure will require Edgewater to comply with a target debt balance (TDB) requirement, which raises our expectation of cash sweeps relative to the existing term loan B. "We view the proposed transaction as positive for credit quality, largely in light of our expectation of higher debt paydown on the back of surge in power demand, as well as the potential refinancing risk pertaining to the credit facilities that mature in 2026. The proposed transaction will push maturity until 2031, which we believe is more than an adequate time for the project to deleverage its balance sheet via cash flow sweeps. We now forecast a minimum debt service coverage ratio (DSCR) of 1.56x throughout its asset life and term loan B debt outstanding at maturity of about $515 million. Although the sponsor could choose a different refinancing structure, from 2030 we model a fully amortizing loan with a sculpted repayment profile and assume Edgewater will fully repay its debt by 2043." Efficient combined cycle gas turbines (CCGTs) in PJM should remain profitable owing to tailwinds from strong energy demand. There are signs of robust energy demand, well-above historical averages in the past decade, from overall economic growth, electrification, and demand by data centers. Owing to a surge in demand, power prices in almost all markets are higher than in 2023. At the same time, the Fairless facility, which is located on the border of Pennsylvania and New Jersey, is relatively efficient compared to thermal generators in PJM often setting the marginal price and is not subject to burdensome Regional Greenhouse Gas initiative (RGGI) costs. Moreover, since the facility is close to the participating states (i.e., New Jersey, Maryland, and Virginia), which realize higher carbon prices than non-RGGI states in the Western PJM, Fairless remains competitive within the dispatch stack because has the ability to export power to neighboring RGGI states, outbidding local resources. RGGI operates as a carbon cap-and-trade agreement between 11 northeastern states. Carbon-emitting power plants must buy allowances through an auction process. This makes electricity produced by thermal-based power generators more expensive relative to zero-carbon sources like wind, solar, and nuclear. Thermal generators in a non-RGGI state in the Western PJM--such as Fairless-- are not subject to carbon compliance costs, giving them a competitive edge over eastern PJM plants. S&P said, "We believe highly efficient generators, such as Fairless, should benefit from these dynamics, given their low heat rates and high-dispatch nature because we expect them to operate during most hours of the day. We forecast Fairless' energy margin will represent a majority of the portfolio's overall energy margins through the term loan B term. We base our expectation on capacity factors in the mid-70% area and the facility's ability to capture higher margins with an average spark spread in the range of $14 per megawatt hour (MWh)-$15/MWh through 2031. Consequently, we forecast Fairless will generate about $120 million in average annual energy margins through term loan B maturity. "We foresee a rebound in PJM capacity prices for the future auction. Most of the portfolio's capacity is in PJM-EMAAC, and the historically constrained eastern PJM has seen more upside than the regional transmission organization (RTO) clear price. However, prices in the past three auctions have declined consistently to uneconomic levels for new builds. For example, in 2021-2022, the clearing price was $165.73/MWd, while cleared capacity prices in the past three auctions averaged just $65/MWd. The declining capacity prices in the PJM have hurt power generators, which rely on capacity-related cash flows to varying degrees, contingent on their operating profile. "Although capacity prices are progressively difficult to forecast on the back of evolving market rules and generator-bidding behavior, we think pricing can be significantly higher for the upcoming auction. This is due to the higher load growth in PJM that likely continues to accelerate and due to some structural changes for effective load-carrying capacity that is a positive driver in the auction. Our view is that PJM's RTO long-term price should eventually be in the $70-$100 per MWd range. Given constraints across the eastern load deliverability areas, we think the Eastern Mid-Atlantic area will likely return to the $125-$140/MWd. "We anticipate that capacity payments will constitute about 35%-40% of Edgewater's net margins, so higher capacity prices have a positive effect on our forecast of the project's cash flows." A sizable share of coal capacity retirement in the PJM is resulting in better economics for West Lorain. Until 2020, Edgewater's West Lorain plant operated as a periodic-start, oil-fired asset with substantially all gross margin generated from capacity payments and ancillary revenues. As part of the plan to reconnect West Lorain to gas, Edgewater constructed a lateral through which West Lorain could be connected to the newly constructed Nexus Gas Transmission pipeline to source low-cost gas. S&P said, "We generally expect the peaking units will operate at a lower dispatch because these facilities are put into use only when needed during periods of peak power demand. However, the facility's advantageous location with access to low-cost natural gas, and ongoing retirement of coal-based generators in the PJM, is creating dispatch opportunities for West Lorain, resulting in better-than-expected energy margins. The facility generated about $25 million in energy margin in 2022 and roughly $35 million in 2023. Given the stronger outlook for power demand, we forecast West Lorain will yield approximately $20 million in additional energy-based cash flow over the next few years, reducing to $10 million area annually thereafter. "The stable outlook reflects our expectation of adequate debt service coverage during the term loan B period, as well as a minimum DSCR of 1.56x during the project life (2024-2043), based on our assumptions, and forward-looking view of the energy and capacity prices in PJM and ISO NE markets. We expect the project to repay nearly $460 million of its debt through the term loan B period (2024-2030). "We will consider a negative rating action if we expect the minimum DSCR will fall and be sustained below 1.35x during the project's life (including the refinancing period)." This could occur if: -- Lower-than-expected capacity factors, weaker energy margins, depressed capacity prices. -- Higher-than-projected capital spending, and operational issues such as forced outages and lower plant availability. -- The project's cash flow sweeps do not translate to debt paydown, leading to higher-than-expected debt balance at maturity. S&P said, "Although unlikely in within the next year or so, we could consider an upgrade if we envisioned the project achieving DSCRs above 1.8x throughout debt life, including the post-refinancing period (2031-2043). This could occur if the project's financial performance exceeds our forecast due to any other (e.g., improved energy margins, higher dispatch, and substantially improved capacity pricing leading to lower-than-expected debt outstanding at term loan B maturity)." EIGER BIOPHARMA: SSG Served as Investment Banker in Asset Sale -------------------------------------------------------------- SSG Capital Advisors, LLC served as the investment banker to Eiger BioPharmaceuticals, Inc. in the sale of Avexitide and its related clinical assets to Amylyx Pharmaceuticals, Inc. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the Northern District of Texas (Dallas Division). The transaction closed in July 2024. Founded in 2008, Eiger is a commercial-stage biopharmaceutical company focused on developing innovative therapies for treating rare and ultra-rare diseases in patients with high unmet medical needs and for which no approved therapies exist. In September 2023, Eiger suspended a late-stage Phase 3 study and determined that advancing its pipeline would not be feasible without an extensive cash infusion. Despite the commercialization of one of its drug candidates and progress advancing its other Phase 3 pipeline assets, Eiger was unable to close an out-of-court transaction that would have provided sufficient liquidity for the Company to continue operations in the ordinary course. On April 1, 2024, Eiger filed for protection under Chapter 11 of the U.S. Bankruptcy Code to institute a sale process(s) for Eiger's commercial and pipeline assets in order to maximize value for all stakeholders. SSG was retained in March 2024 as Eiger's exclusive investment banker to run concurrent marketing processes for Eiger's commercial and pipeline drug candidates. Upon effectuating the very successful sale of Zokinvy, Eiger's only commercial asset in May 2024, SSG began negotiations with multiple parties on the remaining pipeline assets, including Avexitide. As a Phase 3-ready candidate with an FDA Breakthrough designation, Avexitide is a first-in-class glucagon-like peptide-1 (GLP-1) receptor antagonist that has been evaluated in five Phase 2 clinical studies for post-bariatric hypoglycemia (PBH) and has also been studied in congenital hyperinsulinism (HI). To maximize the value of Avexitide, SSG conducted an accelerated process that garnered strong interest from multiple strategic bidders. SSG successfully negotiated a stalking horse bid prior to the bid deadline. A qualified competing bid was submitted by the bid deadline, and an auction was held on June 17, 2024. After 120+ rounds of bidding, the competing bidder to the stalking horse, Amylyx Pharmaceuticals, Inc., produced the highest and best offer for the Avexitide assets, at a purchase price of $35.1 million in cash, 3.5x the stalking horse bid. SSG's extensive Chapter 11 transaction experience, expertise in creating a competitive bid environment and deep knowledge of the biopharmaceutical industry resulted in a process that produced significant value to stakeholders in an expedited time frame. Amylyx Pharmaceuticals, Inc., is a commercial-stage biotechnology company committed to discovering and developing new treatment options for communities with high unmet needs, including people living with serious and fatal diseases. Other professionals who worked on the transaction include: * Thomas R. Califano, William E. Curtin, Carlton Fleming, Anne G. Wallice, Chelsea McManus and Jake A. Landreth of Sidley Austin LLP, counsel to Eiger BioPharmaceuticals, Inc.; * Douglas Staut - Chief Restructuring Officer, Paul Rundell, Paul Coloma and Reilly Olson of Alvarez & Marsal North America LLC, financial advisor to Eiger BioPharmaceuticals, Inc.; * Cristine Pirro Schwarzman, Hannah H. England, Jaclyn Malmed, Nyle Hussain, James Gould and Maggie Toms of Ropes & Gray LLP, counsel to Amylyx Pharmaceuticals, Inc.; * Adam C. Rogoff, P. Bradley O'Neill and Andrew J. Citron of Kramer Levin Naftalis & Frankel LLP, counsel to the senior secured lender; * Michael S. Budwick and Daniel N. Gonzalez, of Meland Budwick, P.A., co-counsel to the Official Committee of Unsecured Creditors; and * Jonathan S. Feldman of Phang & Feldman, co-counsel to the Official Committee of Unsecured Creditors. About Eiger BioPharmaceuticals Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a commercial-stage biopharmaceutical company focused on the development of innovative therapies for rare metabolic diseases. The company's shares traded on Nasdaq under the symbol "EIGR". Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger listed $38.8 million in assets and $53.1 million in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan oversees the cases. The Debtors are represented by Sidley Austin LLP as legal counsel, Alvarez & Marsal as financial advisor and SSG Capital Advisors, LLC as restructuring investment banker. Kurtzman Carson Consultants LLC is the claims agent. EMCORE CORP: Gets Third Default Notice From Administrative Agent ---------------------------------------------------------------- EMCORE Corporation reported in a Form 8-K filed with the Securities and Exchange Commission that on July 3, 2024, it received a written notice from HCP-FVI, LLC, as administrative agent for the lenders, under that certain Credit Agreement, dated Aug. 9, 2022, by and among the Company, the domestic subsidiaries of the Company, the lenders, and the Agent, that an alleged Event of Default has occurred. The Default Notice specifies that certain defaults have occurred under the Credit Agreement due to the Borrowers' failure to (i) comply with certain covenants set forth in that certain Forbearance Agreement and Second Amendment to Credit Agreement, dated April 29, 2024, entered into by and among the Borrowers, the Agent and the Lenders, and (ii) deliver to the Agent and Lenders material sufficient to determine whether the Borrowers are in compliance with certain covenants set forth in the Forbearance Agreement. In the Default Notice, the Agent stated that the loans under the Credit Agreement would continue to accrue interest at the default rate of 18% due to the additional default alleged in the Default Notice. The Default Notice further states that the Agent is not waiving any of Lenders' rights or remedy available under the Credit Agreement. The Default Notice is in addition to the notices received by the Company from the Agent on each of June 14, 2024 and June 21, 2024, pursuant to which the Agent specified that, in the Agent's view, certain other defaults have occurred under the Credit Agreement, and does not amend or replace such notices in any respect. The Company responded to the Original Notice advising the Agent that the Company believes that no default or event of default under the Credit Agreement existed in connection with the alleged defaults described in the Original Notice. The Company is engaged in good faith discussions with the Agent regarding mechanisms to address the notices and prevent such an event in the future. About Emcore Headquartered in Alhambra, California, EMCORE Corporation -- https://www.emcore.com -- is a provider of sensors and navigation systems for the aerospace and defense market. Over the last five years, EMCORE has expanded its scale and portfolio of inertial sensor products through the acquisitions of Systron Donner Inertial, Inc. in June 2019, the Space and Navigation business of L3Harris Technologies, Inc. in April 2022, and the FOG and Inertial Navigation Systems business of KVH Industries, Inc. in August 2022. The Company's multi-year transition from a broadband company to an inertial navigation company has now been completed following the sale of its cable TV, wireless, sensing and defense optoelectronics business lines and the shutdown of its chips business line and indium phosphide wafer fabrication operations. Going Concern "We have recently experienced losses from our operations and used a significant amount of cash, amounting to a net loss of $8.5 million and $14.2 million for the three and six months ended March 31, 2024, respectively, and net cash outflows from continuing operations of $9.7 million for the six months ended March 31, 2024. We expect to continue to incur losses and use cash in our operations in the near term. As a result of our recent cash outflows, we have taken actions to manage our liquidity and plan to continue to do so. As of March 31, 2024, our cash and cash equivalents totaled $12.0 million, including restricted cash of $0.5 million. "We are evaluating the sufficiency of our existing balances of cash and cash equivalents and cash flows from operations, together with additional actions we could take including further expense reductions and/or potentially raising capital through additional debt or equity issuances, or from the potential monetization of certain assets. However, we may not be successful in executing on our plans to manage our liquidity, including recognizing the expected benefits from our previously announced restructuring program, or raising additional funds if we elect to do so, and as a result substantial doubt about our ability to continue as a going concern exists," said Emcore in its Quarterly Report for the period ended March 31, 2024. EMERGENT BIOSOLUTIONS: Settles MSA Dispute With Janssen for $50M ---------------------------------------------------------------- Emergent BioSolutions Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 8, 2024, that on July 3, 2024, the Company, its wholly owned subsidiary, Emergent Manufacturing Operations Baltimore, LLC ("EMOB"), and Janssen Pharmaceuticals, Inc., one of the Janssen Pharmaceutical Companies of Johnson & Johnson, executed a confidential Settlement Agreement and Release to resolve all claims among the Parties arising from a manufacturing services agreement between EMOB and Janssen for large-scale drug substance manufacturing of Johnson & Johnson's investigational SARS-CoV-2 vaccine, Ad26.COV2-S, recombinant based on the AdVac technology. The Settlement Agreement also resolves the Parties' related and previously disclosed arbitration. Pursuant to the terms of the Settlement Agreement, Janssen will pay the Company $50 million on or before the later of (a) July 31, 2024 and (b) 28 calendar days following the effective date of the Settlement Agreement. In addition, the Settlement Agreement contains broad releases of the Parties, their affiliates and subsidiaries, representatives, officers, directors and shareholders, including releases of all claims related to the manufacture of the Product by EMOB, the MSA, or any agreement or understanding between the Parties concerning the Product, and the matters at issue in the arbitration. About Emergent Biosolutions Headquartered in Gaithersburg, Md., Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 8, 2024, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Senior Secured Credit Facilities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. * * * As reported by the TCR on July 2, 2024, S&P Global Ratings removed its ratings on Emergent BioSolutions Inc. from CreditWatch with negative implications, where S&P had placed them March 12, 2024. S&P also lowered its issuer credit rating on Emergent to 'CCC' from 'CCC+'. S&P said, " negative outlook reflects Emergent's weak liquidity position, with over $450 million of term loan debt and revolver borrowing maturing in May 2025, as well as its potential for covenant violations, which could result in a default within the next 12 months." In May 2024, Moody's Ratings affirmed the ratings of Emergent BioSolutions Inc. including the Caa1 Corporate Family Rating. Moody's said Emergent's Caa1 Corporate Family Rating reflects its niche position supplying products that address public health threats. ENDO INTERNATIONAL: Taps MASSIVE as Lien Resolution Administrator ----------------------------------------------------------------- MASSIVE: Medical and Subrogation Specialists have been selected by the Personal Injury Trustee and Claims Administrator to be the exclusive Lien Resolution Administrator for the Endo Opioid Bankruptcy Trust. MASSIVE has a wide range of experience working on Mass Tort projects and was also selected as the exclusive lien resolution administrator in the Just for Men hair dye, Mallinckrodt Opioid Bankruptcy Trust, Purdue Opioid Bankruptcy Trust, Cordis IVC filter, and as the Flint Water case co-lien resolution administrator. "MASSIVE is excited to, once again, help those harmed by the Opioid crisis," says Ryan Weiner, Esq., Partner at MASSIVE. "We will work with enthusiasm and diligence to reduce lien holders' claims against each claimant's settlement award." In early 2024, Endo Health Solutions Inc. agreed to resolve both criminal and civil investigations for their role in the opioid epidemic. MASSIVE expects to resolve liens for more than 30,000 injured claimants. We are eager to help these victims maintain their settlement dollars. ABOUT MASSIVE MASSIVE: Medical and Subrogation Specialists is a nationwide provider of healthcare lien resolution services. By working hand in hand with personal injury law firms across the nation in both Single Event and Mass Tort cases, MASSIVE expedites settlements through cutting-edge software, services, and support. About Endo International PLC Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549) on Aug. 16, 2022. On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceutical III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ETHEMA HEALTH: CEO Converts $2-Mil. Debt Into 4-Bil. Common Shares ------------------------------------------------------------------ Ethema Health Corp. disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission on July 12, 2024, that the Company's chief executive officer and his spouse converted a total debt of $2,000,000.00 into 4 billion shares of restricted common stock of the Company at the price of $0.0005 per share. The debt was non-interest bearing and aged from 0 to 7 years old. A portion of the converted debt was due to Management fees that the CEO was entitled to under a management agreement for the Company subsidiary ARIA, bur deferred due to cash flow constraints. The former owner partner had been paid management fees of 420,000 from 2021 to the end of 2023 which is the same amount that the CEO was entitled to but deferred. That amount was recorded in the books of the Company on July 10, 2024 and converted to stock on July 12, 2024. The balance of debt converted between the CEO and his spouse was from cash injections into the company and Real Estate assets sold to the company. The Company CEO converted 1,500,000 of his debt and his spouse converted 500,000 of her debt. About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com/-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema Health reported a net loss of $374,203 for the three months ended March 31, 2024, compared to a net loss of $175,717 for the three months ended March 31, 2023. As of March 31, 2024, the Company had $11,559,481 in total assets, $18,133,964 in total liabilities, and $6,574,483 in total stockholders' deficit. New York, NY-based RBSM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 7, 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. ETHEMA HEALTH: Finalizes Edgewater Recovery Center Acquisition -------------------------------------------------------------- Ethema Health Corp. disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission on July 10, 2024, that the Company finalized the execution of a letter of intent and a management agreement with respect to the assets and operations of Edgewater Recovery Center LLC of Morehead Kentucky. The purchase agreements will be for the shares and/or assets of Edgewater Recovery Centers, LLC ("ETC"), ERC Investments, LLC ("ERC"), JDE Properties, LLC ("JDE"), and New Journey LLC ("NJ") as follows: NJ: The purchase price for NJ including cash, accounts receivable and real property at 721 White Street, Morehead, KY and not including any liabilities, not limited to, but including property taxes or income taxes, other than the mortgage loan against the property will be $1.00. JDE: The purchase price for JDE including cash, accounts receivable and real property at 164, 166 and 168 Maple Street, 1135 Rodburn Road, 214 Jackson Road, 70 Brandywine Lane and 1800 Rice Road, all in Morehead, KY and not including any liabilities, not limited to, but including property taxes and income taxes, other than mortgages and loans registered against the properties will be $1.00 plus an agreement to transfer the real property at 70 Brandywine Lane and 1800 Rice Road from JDE to the Seller, together with an assumption of mortgages against those properties. ERC: The purchase price for the ERC business including cash accounts receivable and real property at 1111 US 60 West and 425, 435 and 445 Clinic Drive, all in Morehead KY and not including any liabilities, not limited to, but including property taxes and income taxes, other than mortgage and loans against those properties, will be $2,600,000 paid by the issuance of a 6% interest Seller Note in the principal amount of $2,600,000 amortized over 25 years with a term of 7 years collateralized behind the existing mortgages on the ERC properties. Principal and interest payment on the $2,600,000 note, of $16,751.84 will be paid monthly and will take effect upon the Closing Date. From and after the Effective Date and until the Closing Date, ETC will pay $13,000.00 (an amount equal to 6% interest on $2,600,000) per month to the Seller. The first payment of $13,000.00 will be made 30 days after the Effective Date. ETC: The purchase for the Business will include cash, accounts receivable and all assets of the business. The assumed liabilities will only be accounts payable for expenses of the Business from The Effective Date forward. All other liabilities other than debts to the Lenders, The Justice Department and the Seller will not be assumed. The purchase price for the Business will be $250,000.00 to be directed towards payment of legal fees and brokerage fees. The Management Agreement has an Effective Date of July 15, 2024. About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com/-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema Health reported a net loss of $374,203 for the three months ended March 31, 2024, compared to a net loss of $175,717 for the three months ended March 31, 2023. As of March 31, 2024, the Company had $11,559,481 in total assets, $18,133,964 in total liabilities, and $6,574,483 in total stockholders' deficit. New York, NY-based RBSM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 7, 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. FAB 5 LLC: Mark Sharf Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for FAB 5, LLC. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $150 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About FAB 5 LLC FAB 5, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-15398) on July 9, 2024, with $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. Judge Sandra R. Klein presides over the case. Carolyn Lindholm, Esq., represents the Debtor as legal counsel. FARADAY FUTURE: To Host Investor Community Day on July 20 --------------------------------------------------------- Faraday Future Intelligent Electric Inc. announced that it will host an investor community day at its global headquarters in Los Angeles on July 20, 2024. Investors are invited to experience and learn more about the FF 91 2.0 EV and meet with executive leadership. If you would like to attend the investor community day in person, please email FF at events@ff.com with your legal name, proof of shareholding (for example, a screenshot of your broker account), city and state of residence, phone number and email. Please register by July 17 at 2pm PT. The number of spots available for this event is limited. However, stockholders who sign up will be added to the Company's future retail investor events mailing list. FF plans to hold the Annual Meeting of Stockholders on July 31, 2024. The Company asks FF stockholders to vote FOR all proposals. For questions, please visit the Company's voting instruction website at https://www.ff.com/us/Vote2024/ for English and https://www.faradayfuturecn.com/cn/Toupiao2024/ for Chinese. About Faraday Future Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) -- http://www.ff.com-- designs and engineers next-generation intelligent, connected, electric vehicles. FF manufactures vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing agreement with Myoung Shin Co., Ltd., an automotive manufacturer headquartered in South Korea. FF has additional engineering, sales, and operational capabilities in China and is exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangements. New York, NY-based Mazars USA LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 28, 2024, citing that the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FLYNN CANADA: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its ratings on North America's largest building envelope contractor Flynn Canada Ltd. (Flynn) to 'B+' from 'B', including its issuer credit rating on the company. The stable outlook reflects S&P's expectation that the company will maintain an adjusted debt-to-EBITDA ratio of 2x-3x over the next couple of years, supported by relatively flat debt levels and modest EBITDA expansion. S&P said, "The upgrade primarily reflects Flynn's outperformance in 2023 and our expectation for continued revenue growth with relatively flat margins. Flynn's financial performance in 2023 exceeded our previous expectations, with adjusted EBITDA coming in about 45% higher than we had assumed this time last year, resulting in adjusted debt to EBITDA of about 2.8x. This outperformance stemmed from high-single-digit percent area revenue growth driven by increased customer demand for its products and price increases. These price increases that more than offset inflationary pressures, improvements in revenue mix toward higher-margin larger projects, and other cost-management efforts by the company resulted in the company's adjusted EBITDA margin expanding about 350 basis points to 10%-11%. Flynn used the resulting higher free operating cash flow (FOCF) generation in 2023 primarily to reduce debt, including the amount outstanding under its revolving credit facility, thereby further reducing leverage. Going forward, we assume Flynn's revenue will continue to grow annually in the low-single-digit percent area, with tailwinds from increasing near-shoring manufacturing trends in Canada and the U.S that we believe Flynn is well positioned to benefit from. This growth, combined with our expectation for relatively flat EBITDA margins and debt levels, should facilitate further deleveraging through 2026. "Our rating on Flynn incorporates potential downside to our forecast stemming from the cyclical demand for the company's products and its relatively small scale. We continue to view Flynn's modest scale of operations and exposure to cyclical end-user demand as key credit risks that limit ratings upside, despite relatively strong credit measures under our base case assumptions. We believe the company's adjusted EBITDA, which is lower than that of most other business service companies we rate, makes Flynn's earnings and cash flow potentially more sensitive to higher fixed costs and weaker demand. In addition, the highly localized and fragmented markets in which the company operates are extremely price-competitive and cyclical. In our view, this contributes to lower margins for Flynn and other building envelope companies compared with the broader business services industry. As a result, we expect Flynn's EBITDA margins to remain in the 10%-11% area over the next few years. Furthermore, approximately two-thirds of the company's revenue is derived from new construction projects. We view the construction industry as highly cyclical, and this exposes Flynn's operating results to lower activity levels that would follow a sustained period of economic weakness. That said, we also note that Flynn's asset-light business model requires limited capital investments (about 1% of revenue) that reduces financial risk associated with high levels of unused equipment and working capital. In our view, this also contributes to high FOCF conversion and returns on capital that we expect would remain above 10% over the next few years. "Our rating also incorporates our view that the company has a limited track record of maintaining leverage at the levels we are forecasting. While we only assume modest annual dividends of $20 million-$25 million and tuck-in acquisitions of up to $35 million annually, which we think the company will be able to fund with its FOCF generation, we acknowledge that a shift in the company's distribution or acquisition strategy could meaningfully weaken credit measures. "We continue to view Flynn's preferred shares as debt when calculating our adjusted credit measures and acknowledge that recent amendments to the instrument are credit positive. Flynn's capital structure includes preferred shares held by the company's largest shareholder, Fremont Private Holdings LLC, which we treat as debt. These preferred shares comprise about US$63 million of adjusted debt and add up to 0.5x to our leverage calculation. The company recently amended the preferred share agreement, to waive all redemption rights (including a put option previously exercisable with six months' notice). In our view, the waiver is positive for credit quality because it further aligns the economic incentives of the preferred shareholders with those of the common equity shareholders, thereby reducing the risk that Fermont will exercise such creditor rights. While we take these characteristics of the preferred shares into consideration qualitatively, we continue to treat them as debt in our calculation of Flynn's adjusted credit measures. This reflects our view that Fremont holds substantially all of the preferred shares and has a non-controlling interest in Flynn. "The stable outlook reflects our expectation that the company will maintain adjusted debt to EBITDA leverage between 2x and 3x over the next couple of years. This incorporates our assumption that EBITDA will modestly grow in the low-single-digit percent area while debt levels remain relatively flat. "We could downgrade the company if, over the next 12 months, we expected adjusted debt to EBITDA to be above 4x, which could occur if economic conditions deteriorated and potentially led to a decline in EBITDA margins. This could also occur if the company pursued large debt-funded acquisitions or shareholder distributions, leading us to view its financial policies to be more aggressive than we currently view them. "We could upgrade the company, over the next 12 months, if adjusted debt to EBITDA approached 2x and we believed the company would sustain leverage at or below that level going forward. In our view, this will likely require the company to meet or exceed our estimates for 2024, likely through expanded EBITDA margins and improved prospects for continued growth in its core roofing, architectural metals, glazing (windows), and building services businesses. We would also expect the company to generate positive discretionary cash flow, thereby reducing the risk of higher debt associated with potential acquisitions." GB SCIENCES: Delays Annual Report for Fiscal Year Ended March 31 ---------------------------------------------------------------- GB Sciences, Inc. has determined that it is unable to file its Annual Report on Form 10-K for the fiscal year ending March 31, 2024, within the prescribed time period without unreasonable effort or expense. The Company said that during the year ending March 31, 2024, it had an inordinate amount of complicated accounting activity relative to equity financings and other matters that has resulted in the Company not being able to compile and file the Form 10-K within the customary time period. About GB Sciences Headquartered in Las Vegas, Nevada, GB Sciences, Inc. is a plant-inspired, biopharmaceutical research and development company creating patented, disease-targeted formulations of cannabis- and other plant-inspired therapeutic mixtures for the prescription drug market through its wholly owned Canadian subsidiary, GbS Global Biopharma, Inc. GB Sciences said in its Quarterly Report for the period ended Dec. 31, 2023, that "The Company will need additional capital to implement its strategies. There is no assurance that it will be able to raise the amount of capital needed for future growth plans. Even if financing is available, it may not be on terms that are acceptable. If unable to raise the necessary capital at the times required, the Company may have to materially change the business plan, including delaying implementation of aspects of the business plan or curtailing or abandoning the business plan. In order to be able to achieve the strategic goals, the Company needs to further expand its business and financing activities. Based on the Company's cash position, it is necessary to raise additional capital by the end of the next quarter in order to continue to fund current operations. These factors raise substantial doubt about the ability to continue as a going concern. The Company is pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financing. In order to finance existing operations and pay current liabilities over the next twelve months, the Company will need to raise additional capital. No assurance can be given that the Company will be able to operate profitably on a consistent basis, or at all, in the future." GOOD GAMING: Eliminates Chief Operating Officer Position -------------------------------------------------------- Good Gaming, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 12, 2024, that effective from July 26, 2024, it has elected to eliminate the executive position of Chief Operating Officer, and in connection with the elimination of such position, Mr. David Sterling will be leaving the Company effective July 26, 2024. Mr. Sterling's duties will be assumed by other officers of the Company. Mr. Sterling is entitled to receive certain severance benefits, in exchange for timely executing and not revoking a general release of claims in favor of the Company. About Good Gaming Incorporated in 2008 and headquartered in Kennett Square, PA, Good Gaming, Inc. -- http://www.good-gaming.com/-- aims to become a leading tournament gaming provider and an online destination for over 250 million esports players worldwide looking to compete at the high school or college level. Operating as a developmental stage business with limited revenues and a history of operating losses, Good Gaming established the Good Gaming platform in early 2014 to address the need for a structured organization for amateur gamers. Houston, Texas-based Victor Mokuolu, CPA PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has suffered recurring operating losses, had a working capital deficit of $122,427, and accumulated deficit of $10,611,838 as of Dec. 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern. GREELEY FLATS: Plan Contemplates Two Scenarios ---------------------------------------------- Greeley Flats, DST, filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement in support of Chapter 11 Plan dated July 2, 2024. The Debtor is organized as a Delaware statutory trust. The Debtor is beneficially owned by approximately 55 individuals and entities. Greeley Flats ST, LLC is the Signatory Trustee (the "Signatory Trustee") of the Debtor. Patrick Nelson is the Manager of the Signatory Trustee. Mr. Chris Sorensen serves as the Delaware Trustee of the Debtor. The Debtor owns certain real property located at 1758 6th Avenue, Greeley, Colorado 80631 (the "Real Property"), which predominantly houses students at the University of Northern Colorado. The Property has 93 rental units with 262 beds. In addition to the Debtor's ownership interests in the Real Property, the Debtor's assets consist of an account and note receivables, the property furnishings and appliances contained within the individual units, the fixtures contained therein, and the office equipment at the Real Property. Other than the secured debts, the Debtor's debts principally consist of legal fees, ordinary course trade debt, tax indebtedness, and similar industry standard obligations. This Plan itself is a "toggle" plan. That is, the Debtor is simultaneously pursuing both a sale process and a plan that contemplates the exploration of a transaction involving the refinancing of the Debtor's secured indebtedness and the retention of its property. After its marketing process, the Debtor will determine, in consultation with key constituencies, the highest and best proposal that maximizes the value of its property and distributions to creditors and holders of beneficial trust interests. Pursuant to the Plan, the Debtor shall distribute the net proceeds from either the Sale Transaction or the Refinancing Transaction to creditors in conformity with the Bankruptcy Code and this Plan. In the event of a Sale Transaction, the Debtor's Real Property will be sold pursuant to the Plan to a buyer and the Plan will be a liquidating plan. In the event of a Refinancing Transaction, the Debtor’s secured lender, Fannie Mae, will be paid its Allowed Class 1.a Claim (or such other amounts as agreed to by Fannie Mae), holders of administrative and priority claims will be paid, and, pursuant to the terms of the Plan, the Debtor has the option to either satisfy or reinstate the claims of and unsecured claims in accordance with this Plan. The Debtor's beneficial trust interests will be reinstated as interests in the Reorganized Debtor. The Plan provides for both a sale process and the simultaneous exploration of a transaction involving the refinancing of the Debtor's secured indebtedness and the retention of its property. If the Real Property has been liquidated pursuant to a sale process, the Debtor shall distribute funds to creditors in conformity with the Bankruptcy Code. However, if the Debtor consummates a refinancing, the Debtor intends to toggle to a plan that refinances the Loan and allows the Debtor to emerge as a reorganized entity with a new secured lender. Class 3 consists of General Unsecured Claims. Class 3 is impaired under the Plan. The holders of Allowed Unsecured Claims in Class 3 shall, in the event of a Sale Transaction, be paid Pro Rata from Net Sale Proceeds upon the closing of the Sale Transaction, after payment in full of all Allowed Administrative Claims, Tax Claims, Class 1 Claims, and Class 2 Claims, or, in the event of a Refinancing Transaction, at the Debtor's election in its sole discretion, either be paid from the proceeds of the Refinancing Transaction or reinstated and paid in the ordinary course of business. Class 4 consists of Beneficial Trust Interests. Class 4 is impaired under the Plan. In the event of a Sale Transaction, and in the event that the Net Sale Proceeds of the Sale Transaction are sufficient to pay, in full, all Administrative Claims, Tax Claims, Class 1 Claims, Class 2 Claims, and Class 3 Claims, all remaining proceeds shall be distributed to Holders of Class 4 Beneficial Trust Interests, Pro Rata, based on their respective beneficial trust interests. Alternatively, in the event of a Refinancing Transaction, on the Effective Date, or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Beneficial Trust Interest, each Holder thereof shall receive its Pro Rata share of and interest in the beneficial trust interests of the Reorganized Debtor. The Debtor shall effectuate the Plan through either the Sale Transaction or the Refinancing Transaction. The process of marketing the Property for either sale or refinancing shall be conducted simultaneously to ensure that the Property's value is maximized. The Sale Transaction In the event the Debtor liquidates its Assets through a Sale Transaction, the following provisions shall apply. The Confirmation Order with respect to the Plan shall authorize, pursuant to sections 363, 365, 1123(a)(5)(B), and 1123(a)(5)(D) of the Bankruptcy Code, all actions necessary or appropriate to effectuate the Sale Transaction(s), including, (i) the execution and delivery of the Asset Purchase Agreement(s) and all other Sale Transaction Documents, (ii) the transfer of the purchased assets free and clear of all Liens, Claims, charges, or other encumbrances, to the applicable Purchaser(s), and (iii) all transactions contemplated by the Asset Purchase Agreement. The Refinancing Transaction In the event the Debtor seeks consummation of a Refinancing Transaction, the following provisions shall apply. The Confirmation Order with respect to the Plan shall authorize, pursuant to sections 363, 1123(a)(5)(A), and 1123(a)(5)(E) of the Bankruptcy Code, all actions necessary or appropriate to effectuate the Refinancing Transaction(s), including, (i) the execution and delivery of any loan agreement and all other Refinancing Transaction Documents, and (ii) all transactions contemplated by the Refinancing Transaction. A full-text copy of the Disclosure Statement dated July 2, 2024 is available at https://urlcurt.com/u?l=R6BiF2 from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas R. Fawkes, Esq. Tucker Ellis LLP 233 S. Wacker Dr., Suite 6950 Chicago, IL 60606 Tel: (312) 256-9425 Fax: (312) 624-6309 Email: thomas.fawkes@tuckerellis.com About Greeley Flats, DST Greeley Flats, DST, is organized as a Delaware statutory trust. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 24-11573-KHT) on On April 3, 2024. The Debtor hired Tucker Ellis LLP as counsel. GREEN VALLEY: Court OKs Sale of Liquor License to SFLA II --------------------------------------------------------- A U.S. bankruptcy judge has given the go-signal for Green Valley at ML Country Club, LLC to sell its liquor license in a private deal. Judge Jerrold Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey approved the sale of the liquor license to SFLA II, Inc. for $75,000. The license will be sold "free and clear" of liens and encumbrances, with any liens or encumbrances to attach to the sale proceeds. Green Valley will use the proceeds to, among other things, pay administrative super priority loans from SFLA II, U.S. Trustee fees and the lien held by the State of New Jersey. About Green Valley at ML Country Club Green Valley LLC at ML Country Club, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-11747) on March 3, 2021. In the petition signed by Louis Sacco, managing member, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $1 million. Judge Jerrold N. Poslusny, Jr. oversees the case. McDowell Law P.C. and Scott N. Silver, PC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Wilmington Savings Fund Society, FSB, as lender, is represented by Ballard Sphar, LLP. GSE SYSTEMS: All Six Proposals Approved at Annual Meeting --------------------------------------------------------- GSE Systems, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 1, 2024, it held its annual meeting of stockholders at which the stockholders: (1) elected Ravi Khanna as director for a three-year term expiring 2027; (2) approved, on a non-binding, advisory basis, the Company's named executive compensation; (3) ratified the appointment of FORVIS, LLP, as the Company's independent registered public accounting firm for the year ending Dec. 31, 2024; (4) approved the Company's 1995 Long-Term Incentive Plan; (5) approved the issuance of certain shares of common stock to former CEO; and (6) approved a resolution authorizing the issuance of Company common stock in an amount exceeding 20% of the outstanding shares of the Company's common stock to Lind Global Fund II, LP. The Company said it has informed Lind Global Fund II, LP that it intends to make the July 2024 payment on that certain Senior Convertible Promissory Note, dated June 23, 2023, in shares of Company common stock rather than cash. The Company will evaluate whether to make future payments on the Note in shares of Company common stock or cash based upon a variety of factors including, but not limited to, the cash position of the Company and the market price of the Company common stock. The Company currently intends to make all third quarter payments on the Note in shares of Company common stock but will reevaluate that position on a month-to-month basis. About GSE Systems Headquartered in Columbia, Maryland, GSE Systems -- www.gses.com -- a Nasdaq-listed company trading under the symbol GVP, is a provider of engineering services and technology, expert staffing, and simulation software to clients in the power and process industries. The Company provides customers with simulation, engineering technology, engineering and plant services that help clients reduce risks associated with operating their plants, increase revenue through improved plant and employee performance, and lower costs through improved operational efficiency. In addition, the Company provides professional services that help clients fill key vacancies in the organization on a short-term basis, including but not limited to, the following: procedure writing, planning and scheduling; engineering; senior reactor operator training and certification; technical support and training personnel focused on regulatory compliance and certification in the nuclear power industry. Tysons, VA-based Forvis, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 2, 2024, citing that Company has incurred losses from operations for the year ended Dec. 31, 2023. In addition, the continued decline in revenues has significantly impacted the Company's operating results and raises substantial doubt about the Company's ability to continue as a going concern. "The Company has incurred operating losses and has not demonstrated an ability to generate cash in excess of its operating expenses for a sustained period of time. During the year ended December 31, 2023 and the three months ended March 31, 2024, the Company generated a loss from operations of $6.8 million and $1.5 million, respectively. The 2023 loss from operations included non-cash impairment charges of goodwill from our Workforce Solutions segment totaling $1.4 million. As of March 31, 2024, the Company had domestic unrestricted cash and cash equivalents of $0.4 million which is not sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. The Company has not achieved its forecast for several periods and there is no assurance that it will achieve its forecast over the twelve months ending May 15, 2025. These factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that our audited consolidated financial statements are issued," GSE Systems said in its Quarterly Report for the period ended March 31, 2024. HAQUE MEDICAL: Fine-Tunes Plan Documents ---------------------------------------- Haque Medical Properties, LLC, filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a Second Amended Disclosure Statement for the Amended Plan of Reorganization. General unsecured creditors are classified in Class VII and will receive a distribution of no less than 100% of their allowed claims, to be paid within 36 months from the Effective Date of the Plan. During this Chapter 11 Haque Medical has collected rent and payments from its tenants Horizon and Koher Medical. Debtor has made consensual adequate protection payments of $8,900.00 per month to First Citizens beginning in February of 2024. This Plan of Reorganization contemplates payments to the various classes of creditors using income derived from rental income and from a capital infusion of $30,000.00 from Dr. Haque to be used to pay creditors monthly in the amount of $1,250 following confirmation. Like in the prior iteration of the Plan, the Allowed General Unsecured Claims shall be paid in full in 12 quarterly Cash payments with the first payment beginning date on or before the 15th day of the first full month following the effective date of the Plan and on the 15th day of every third month thereafter, together with interest at 9% per annum, such that the full amount of each Allowed Class VII Claim is paid in full within 3 years from the Effective Date of the Plan. Class VIII consists of the claims of all insiders which hold any claim against the Debtor. This Class VIII Insider Claims shall be subordinated to all other Claims in this proceeding and no payment on Insider Claims shall be received, if at all, until all payments on the Claims of Class I through Class VII are paid in full or received as dividends, all as required under the terms and conditions of this Plan. The Debtor anticipates, based upon projected rental income and resulting cash flow and the restructuring of current indebtedness, that the Reorganized Debtor will have sufficient funds to pay debt obligations pursuant to the terms specified in this Plan. Horizon has consented to raise its rental amount to $12,500.00 per month commencing in September of 2024 and continuing for at least the Term of the Plan which shall be the later of the refinancing of the First Citizens loan or payment of the Class VII General Unsecured claims in full. In addition, there shall be a capital infusion of $30,000.00 from Dr. Haque to be used to pay creditors monthly in the amount of $1,250 following confirmation. A full-text copy of the Second Amended Disclosure Statement dated July 2, 2024 is available at https://urlcurt.com/u?l=L6NDe3 from PacerMonitor.com at no charge. Attorney for the Debtor: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Tel: (336) 274-4658 Fax: (336) 274-4540 Email: dws@iveymcclellan.com About Haque Medical Properties Haque Medical Properties, LLC, was created on February 17, 2021 in order to purchase a medical building located at 1380 Eastchester Dr., High Point, NC. Haque Medical is solely owned by Dr. Imran Haque. On February 2, 2021 the building was purchased and leases office space to Horizon Interna Medicine and Koher Medical. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. N.C. Case No. 24-10022) on January 17, 2024. In the petition signed by Imran Haque, member/manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Dirk W. Siegmund, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, is the Debtor's legal counsel. HEIR'S MEN'S: Sam Della Fera Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Sam Della Fera, Jr., Esq., at Chiesa, Shahinian & Giantomasi, PC, as Subchapter V trustee for Heir's Men's Shop, Inc. Mr. Della Fera will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Della Fera declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sam Della Fera, Jr., Esq. Chiesa, Shahinian & Giantomasi, PC One Boland Drive West Orange, NJ 07052 Phone: 973-530-2076 Email: sdellafera@csglaw.com About Heir's Men's Shop Heir's Men's Shop, Inc. sells a variety of clothing and footwear products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-16734) on July 3, 2024, with $88,801 in assets and $2,076,066 in liabilities. Jeffrey Heir, president, signed the petition. Judge John K. Sherwood presides over the case. Brian G. Hannon, Esq., at Norgaard O'Boyle Hannon represents the Debtor as legal counsel. HOW TO BUILD: Ruediger Mueller of TCMI Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for How to Build a Tent, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Telephone: (678) 863-0473 Facsimile: (407) 540-9306 Email: truste@tcmius.com About How to Build a Tent How to Build a Tent, LLC d/b/a A-Rite Glass specializes in residential glass solutions, offering a wide range of services including showers, mirrors, table tops, sliding doors, windows, glass bath tubs, Digitally Infused Glass, shelves, and frameless glass dry erase boards. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01003) on July 11, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Matthew Williams, president, signed the petition. Judge Caryl E. Delano presides over the case. David Lampley, Esq. at F&L LAW GROUP, P.A. represents the Debtor as legal counsel. I-ON DIGITAL: Incurs $294K Net Loss in First Quarter ---------------------------------------------------- I-ON Digital Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $293,919 on $32,625 of net sales for the three months ended March 31, 2024, compared to a net loss of $179,480 on $0 of net sales for the three months ended March 31, 2023. As of March 31, 2024, the Company had $18.49 million in total assets, $1.09 million in total liabilities, and $17.40 million in total stockholders' equity. "The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues since the Company, under the prior ownership group, sold-off of its subsidiaries in September 2022. In addition, the Company has limited cash and it had consecutive losses in the past periods. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty," the Company said in the Report. "The Company's business prospects have changed since the new management took control of operations in January 2023. Since the new ownership took over the Company, management commenced new initiatives in technology development and acquisitions. In connection with these initiatives, Management plans to prepare the Company for capital formation and new business development through capital raising vehicles. There can be no assurances that the Company will be successful in this or any of its endeavors. In addition, the Company is also funded by the related parties for its operations. It is expected that the related parties will continue funding the Company's operations until we are able to raise capital or increase revenue to cover operating costs," the Company added. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1580490/000149315224027124/form10-q.htm About I-On Headquartered in Chicago, IL, I-ON -- www.iondigitalcorp.com -- I-ON is a provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade ecosystem. The Company specializes in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. The Company's cutting-edge technology includes a zero-trust, hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management AI technologies. This system enables the digitization of ownership records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate wealth transfer through innovative asset-backed financial instruments. IBIO INC: Board Approves Award Agreements Under 2023 Plan --------------------------------------------------------- iBio, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 9, 2024, that the Company's Board approved forms of award agreements to be used for the grant of stock options and restricted stock units to directors, executive officers, employees and consultants under the Company's 2023 Plan. The Award Agreements were adopted in order to facilitate the Company's grant of equity awards with a variety of terms and vesting criteria as permitted by the 2023 Plan. The forms of Award Agreements include provisions that provide the following: The exercise price of an option may be paid in any combination of: cash; check; by the delivery of shares of common stock then owned by the optionee (or by attestation of such ownership); or via cashless exercise. If a participant's employment or service to the Company is terminated, outstanding vested and unvested awards will be subject to the following treatment: Reason for Termination Effect on Awards Death or Disability All outstanding awards will immediately vest For Cause Termination All outstanding awards, whether or not vested, earned or exercisable, will be forfeited Voluntary Termination Unvested, unearned or unexercisable awards will be forfeited. For Company non-employee directors, upon a Sale Event occurring during an optionee's service to the Company, all outstanding awards will immediately vest. For Company employees, upon termination of an optionee's service to the Company on an involuntary basis without Cause (as defined in the Award Agreement) or on a voluntary basis with Good Reason (as defined in the Award Agreement) within twelve months following a Sale Event, all outstanding awards will immediately vest. For Company officers, upon termination of an optionee's service to the Company on an involuntary basis without Cause (as defined in the Award Agreement) one month prior or twelve months following a Sale Event or on a voluntary basis with Good Reason (as defined in the Award Agreement) within twelve months following a Sale Event, all outstanding awards will immediately vest. Updated Code of Conduct On July 2, 2024, the Company approved and adopted an updated Code of Business Conduct and Ethics, which applies to all directors, officers and employees of the Company. The Code supersedes the existing Code of Business Conduct and Ethics adopted by the Board. The Code has been updated to modernize its language and structure, promote mitigation of risk with Company personnel, and better reflect changes in the Company's day-to-day operations and work environment. About iBio, Inc. iBio -- www.ibioinc.com -- is a preclinical stage biotechnology company that leverages the power of Artificial Intelligence (AI) for the development of precision antibodies. The Company's proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 27, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2023 and 2022 and has an accumulated deficit as of June 30, 2023. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INSPIREMD INC: Grosses $17.9M From Exercise of Series H Warrant --------------------------------------------------------------- InspireMD, Inc. announced July 1, 2024, the completion of the full exercise of 12.9 million Series H warrants. The Series H warrants were converted primarily into pre-funded warrants. The gross proceeds to the Company from the warrant exercise were $17.9 million, and $16.9 million after fees. The Series H warrants were issued as part of the transformational private placement financing of up to $113.6 million that InspireMD announced in May 2023. The Series H warrants became exercisable following the release of positive results related to one-year follow-up from the Company's C-GUARDIANS pivotal trial of the CGuard Carotid Stent System. Participating warrant holders include Marshall Wace, OrbiMed, Rosalind, Nantahala, Soleus, Velan, and certain InspireMD Board members. Marvin Slosman, chief executive officer of InspireMD, stated, "We are grateful for the continued support of these highly regarded healthcare investors, who have elected to exercise 100% of the available Series H warrants. This capital strengthens our business and helps fuel our growth, including advancing our CGuard Prime Carotid Stent System through to potential FDA approval and U.S. launch in the first half of next year. CGuard is a highly differentiated stent implant that delivers superior short- and long-term patient outcomes, as reflected in the best-in-class evidence that was reported at both the VIVA 2023 and LINC 2024 conferences. Looking ahead, we are working to catalyze these milestones to continue building momentum toward commercialization, while advancing both our CAS and TCAR programs to address the broadest range of physicians and patient needs of any company within the field of carotid revascularization." About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $7.03 million for the three months ended March 31, 2024. InspireMD reported a net loss of $19.92 million in 2023, a net loss of $18.49 million in 2022, a net loss of $14.92 million in 2021, a net loss of $10.54 million in 2020, and a net loss of $10.04 million in 2019. InspireMD said in its Quarterly Report for the period ended March 31, 2024, that "As of March 31, 2024, we have the ability to fund our planned operations for at least the next 12 months from issuance date of the financial statement. However, we expect to continue incurring losses and negative cash flows from operations until our products (primarily CGuard EPS) reach commercial profitability. Therefore, in order to fund our operations until such time that we can generate substantial revenues, we may need to raise additional funds. "Our plans include continued commercialization of our products and raising capital through sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. If we are unsuccessful in commercializing our products or raising capital, we may need to reduce activities, curtail or cease operations." INTRUSION INC: Inks $10M Standby Purchase Deal With Streeterville ----------------------------------------------------------------- Intrusion Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 10, 2024, that on July 3, 2024, the Company entered into the Standby Equity Purchase Agreement ("SEPA") with Streeterville Capital, LLC pursuant to which the Company has the right to sell to Streeterville up to $10.0 million of Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The term of the SEPA is a period of 24 months from the date of entry into the definitive documents. The Company also entered into a Registration Rights Agreement with Streeterville pursuant to which it will register the resale of shares of Common Stock that may be issued to Streeterville pursuant to the SEPA. Sales of the shares of Common Stock to Streeterville under the SEPA, and the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell any shares of Common Stock to Streeterville under the SEPA. Upon the satisfaction of the conditions to Streeterville's purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of Common Stock issuable under the SEPA declared effective by the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its discretion, to direct Streeterville to purchase a specified number of shares of Common Stock by delivering written notice to Streeterville. Each Advance is limited to the lower of (i) an amount equal to 100% of the aggregate daily trading volume during the three consecutive trading days immediately preceding an Advance Notice, or (ii) 4.99% of the shares issued and outstanding of Common Stock. The shares of Common Stock purchased pursuant to an Advance will be purchased at a price equal to 95% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Streeterville. "VWAP" is defined as the daily volume weighted average price of the shares of Common Stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. Under applicable Nasdaq rules and the terms of the SEPA, in no event may the Company issue to Streeterville under the SEPA shares of Common Stock equal to greater than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the SEPA (the "Exchange Cap"), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Streeterville for all of the shares of Common Stock that the Company directs Streeterville to purchase from the Company pursuant to the SEPA, if any, equals or exceeds the lower of (a) the official closing price of the Common Stock on Nasdaq immediately preceding the execution of the SEPA or (b) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the SEPA, adjusted as required by Nasdaq. Moreover, the Company may not issue or sell any shares of Common Stock to Streeterville under the SEPA which, when aggregated with all other shares of Common Stock then beneficially owned by Streeterville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in Streeterville beneficially owning more than 19.99% of the outstanding shares of Common Stock. The Company is seeking stockholder approval under Nasdaq Listing Rule 5635(d) for the sale, issuance or potential issuance by the Company of Common Stock (or securities convertible into or exercisable for our Common Stock) in excess of 20% of the shares of our Common Stock outstanding immediately prior to the SEPA at an exercise price less than the Minimum Price in connection with the SEPA. Actual sales of shares of Common Stock to Streeterville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company's business and operations. The Company will use 10% of the proceeds associated with each Advance to redeem the outstanding Series A Preferred Stock held by Streeterville. The SEPA will automatically terminate on the earliest to occur of (i) the 24-month anniversary of the date of the SEPA or (ii) the date on which the Company shall have made full issuances of Advances pursuant to the SEPA. The Company has the right to terminate the SEPA at no cost or penalty upon five trading days' prior written notice to Streeterville, provided that there are no outstanding Advance Notices for which shares of Common Stock need to be issued. As consideration for Streeterville's commitment to purchase the shares of Common Stock pursuant the SEPA, the Company paid Streeterville, (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee equal to 1% of the Commitment Amount, to be paid within three trading days of entering into the SEPA. The net proceeds under the SEPA to the Company will depend on the frequency and prices at which Common Stock is sold. The Company expects that proceeds received from such sales will be used primarily for working capital and general corporate purposes. About Intrusion Headquartered in Plano, Texas, Intrusion Inc. offers businesses of all sizes and industries products and services that leverage the Company's exclusive threat intelligence database of over 8.5 billion IP addresses and domain names. After many years of gathering intelligence and providing its INTRUSION TraceCop and Savant solutions exclusively to government entities, the Company released its first commercial product in 2021, the INTRUSION Shield. INTRUSION Shield was designed to allow businesses to incorporate a Zero Trust, reputation-based security solution into their existing infrastructure to observe traffic flow and instantly block known malicious or unknown connections from both entering or exiting a network, making it an ideal solution for protecting from Zero-Day and ransomware attacks. Dallas, Texas-based Whitley Penn LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. INVO BIOSCIENCE: Extends Maturity of $410K Conv. Note to Dec. 31 ---------------------------------------------------------------- INVO Bioscience, Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that the Company secured written consent by holders of a majority of the outstanding principal of the $410,000 of convertible notes for the Convertible Note maturity date to be extended to Dec. 31, 2024. In January and March 2023, INVO Bioscience issued $410,000 of Convertible Notes with an initial maturity date of Dec. 31, 2023, which was subsequently extended to June 30, 2024 as of Dec. 27, 2023. The Convertible Notes have a fixed conversion price that was reduced to $2.25 in the First Extension. In the Offering, the Company also issued 5-year warrants to purchase 19,375 shares of Common Stock at an initial exercise price of $20.00, which was reduced to $2.25 in the First Extension. The Convertible Notes may be amended with the written consent of the Company and the holders of a majority of the outstanding principal of the Convertible Notes (the "Required Holders"); provided that, no such amendment, without the written consent of each Convertible Note holder, may (i) reduce the principal amount or interest rate or change the method of computation of interest (including with respect to the amount of cash) in the Convertible Notes, (ii) change the percentage of the outstanding principal amount of the Convertible Notes required to consent to any such amendment, or (iii) amend Section 9 (Modifications) of the Convertible Note. As an incentive for the Required Holders to approve the extension, the Company agreed (a) to lower both the Convertible Note fixed conversion price and the Warrant exercise price to $1.20, (b) to provide the Convertible Note holders the right to demand early repayment at the closing of the proposed merger with NAYA Biosciences, Inc. or if the Company raises more than $3 million dollars in a single equity raise, and (c) to increase the number of shares of Common Stock available under the Warrants to a total of 118,754. The maturity date extension, the conversion reduction and the early repayment right applies to all Convertible Notes, and the exercise price reduction and additional warrant coverage applies to all Warrants. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. IQSTEL INC: Forecasts Strong Revenue Growth in Corporate Update --------------------------------------------------------------- iQSTEL, Inc. provided presentation materials (the "Corporate Presentation") that management intends to use, possibly with modifications, in one or more meetings from time to time with current and potential investors, as disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission. The Corporate Presentation includes an update on the Company's current operations and major projects, as well as information relating to the Company's strategic plans, goals, growth initiatives and outlook, and forecasts for future performance and industry development. In the Final Summary of the Corporate Presentation, the Company disclosed that in FY2023, it achieved $144.5 million in revenue and projects a substantial increase to $290 million in revenue with a positive operating income forecast in the seven digits for FY2024. "The Company has successfully grown to a quarter-billion-dollar revenue company and is on track to reach its billion-dollar revenue milestone. We believe iQSTEL is evolving into a telecommunications and technology powerhouse." A full-text copy of the Corporate Presentation is available at: https://tinyurl.com/2xkvckff About iQSTEL Inc. Coral Gables, Fla.-based iQSTEL Inc. (OTCQX: IQST) is a technology company with presence in 19 countries and 70 employees that is offering leading-edge services through its business divisions. The Company's Telecom Division, which represents the majority of current operations and which also represents the source for all of the Company's revenues for the financial periods presented, offers VoIP, SMS, proprietary Internet of Things (IoT) solutions (www.iotsmartgas.com and www.iotsmarttank.com), and international fiber-optic connectivity through its subsidiaries: Etelix (www.etelix.com), SwissLink Carrier (www.swisslink-carrier.com), Smartbiz Telecom (www.smartbiztel.com), Whisl Telecom (www.whisl.com), IoT Labs (www.iotlabs.mx), and QGlobal SMS (www.qglobalsms.com). iQSTEL Inc. reported a net loss (attributed to shareholders) of $5,457,869 for the year ended Dec. 31, 2019, compared to a net loss (attributed to shareholders) of $2,104,161 for the year ended in 2018. As of March 31, 2024, the Company had $22,118,770 in total assets, $13,744,612 in total liabilities, and $8,374,158 in total stockholders' equity. Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs, which raise substantial doubt about its ability to continue as a going concern. ISPECIMEN INC: Chief Information Officer and Secretary Resigns -------------------------------------------------------------- iSpecimen Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on July 5, 2024, the Company received written notice from Benjamin Bielak that he will be resigning as chief information officer and secretary of the Company, effective July 15, 2024. About iSpecimen Headquartered in Lexington, Massachusetts, iSpecimen -- www.ispecimen.com -- is technology-driven company founded to address a critical challenge: how to connect life science researchers who need human biospecimens for their research, with the billions of biospecimens available (but not easily accessible) in healthcare provider organizations worldwide. The Company's ground-breaking iSpecimen Marketplace platform was designed to solve this problem and transform the biospecimen procurement process to accelerate medical discovery. The iSpecimen Marketplace brings new capabilities to a highly fragmented and inefficient biospecimen procurement market. The Company's technology consolidates the biospecimen buying experience in a single, online marketplace that brings together healthcare providers who have biospecimens and researchers across industry, academia, and government institutions who need them. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 13, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JMMJ DEVELOPMENT: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: JMMJ Development LLC Pulcher Avenue Hudson NY 12534 Business Description: JMMJ Development is engaged in activities related to real estate. Chapter 11 Petition Date: July 17, 2024 Court: United States Bankruptcy Court Northern District of New York Case No.: 24-10803 Debtor's Counsel: Peter A. Pastore, Esq. O'CONNELL & ARONOWITZ, P.C. 54 State Street Albany NY 12207 Tel: 518-462-5601 Email: papastore@oalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Joseph Melino as managing member. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FEQN5WY/JMMJ_Development_LLC__nynbke-24-10803__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EBXP3MY/JMMJ_Development_LLC__nynbke-24-10803__0001.0.pdf?mcid=tGE4TAMA JUBILANT FLAME: Incurs $22K Net Loss in First Quarter ----------------------------------------------------- Jubilant Flame International, Ltd filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $22,171 on $0 of revenue for the three months ended May 31, 2024, compared to a net loss of $23,844 on $0 of revenue for the three months ended March 31, 2023. As of May 31, 2024 the Company had current assets of $8,815, and current liabilities total $1,327,899 resulting in a working capital deficit of $1,319,084. The Company currently has small scale operation activities and has an accumulated deficit of $3,808,115 as of May 31, 2024. This, according to the Company, raises substantial doubt about its ability to continue as a going concern. "The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan in the nutrition product technology support sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001517389/000147793224004167/jfil_10q.htm About Jubilant From the third quarter of year ended Feb. 29, 2020, Jubilant Flame International, LTD. started to provide technical support services for development of new nutrition material and product to customers. The technical support focuses on a nutrition food series which is selling in the USA market. Currently, the nutrition food series include SEA-BUCKTHORN and Organic Sprouting Powder. The Company's technology background directors provide excellent technical service to manufacturers in the USA. In the beginning of 2020, the Company ceased the marketing and selling of cosmetic products in the United States. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company has suffered recurring losses from operations and has working capital and stockholders' deficit deficit that raise substantial doubt about its ability to continue as a going concern. JW REALTY: Case Summary & Two Unsecured Creditors ------------------------------------------------- Debtor: JW Realty Holdings LLC 18 Prag Blvd Monroe NY 10950 Business Description: JW Realty is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 14, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35685 Debtor's Counsel: Ted Mozes, Esq. TED MOZES PLLC 16 Gladwyne Court Spring Valley NY 10977 Tel: 845-362-6951 Email: tmozeslaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yitzchok Weiner as member. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CDEIQAA/JW_Realty_Holdings_LLC__nysbke-24-35685__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5RNDU6Q/JW_Realty_Holdings_LLC__nysbke-24-35685__0001.0.pdf?mcid=tGE4TAMA KINGDOM GROUP: Amy Denton Mayer Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed Amy Denton Mayer of Stichter Riedel Blain & Postler, P.A. as Subchapter V trustee for Kingdom Group Realty & Investments, LLC. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About Kingdom Group Realty & Investments Kingdom Group Realty & Investments, LLC owns nine investment properties all located in Florida having a total current value of $1.07 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03945) on July 12, 2024, with $1,068,455 in assets and $1,713,590 in liabilities. Yelixa Beckner, manager, signed the petition. Judge Catherine Peek Mcewen presides over the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as legal counsel. LBB PLATFORM: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: LBB Platform LLC 940 NE Orenco Station Loop Hillsboro OR 97124 Business Description: LBB Platform owns a restaurant business. Chapter 11 Petition Date: July 18, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-42487 Debtor's Counsel: Richard Grant, Esq. CULHANE, PLLC 13101 Preston Road, Suite 110-1510 Dallas TX 75240 Tel: 214-210-2929 Email: rgrant@cm.law Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Pruitt as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E5VGUBI/LBB_Platform_LLC__txnbke-24-42487__0001.0.pdf?mcid=tGE4TAMA LEVEL 8 APPAREL: Court Narrows Claims in Capstone Adversary Case ---------------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York entered a Memorandum Decision on competing motions for summary judgment in an adversary proceeding commenced by Angela Tese-Milner, the chapter 7 trustee of Level 8 Apparel LLC, against Capstone Capital and Capstone Credit, LLC, to avoid fraudulent transfers of accounts receivable. As of the Petition Date, Capstone was party to a Sales Representative Agreement with the Debtor dated as of October 29, 2015, and to certain agreements with Costco Wholesale Group and its affiliates to produce outerwear. After the Petition Date, the Debtor transferred accounts receivable generated under the Costco Agreements totaling approximately $51 million to Capstone Capital. On August 19, 2020, the Trustee commenced this adversary proceeding. The Trustee's complaint contains five claims to relief against one or both of Capstone Capital and Capstone Credit, LLC. Generally, the Trustee seeks to avoid the transfers of the Accounts Receivable to the Capstone Defendants, as illegal, unauthorized, and fraudulent postpetition transfers and misappropriations of estate property, and to compel the Capstone Defendants to turn over and pay to the Trustee $51 million or such amount that was collected by them on account of the Accounts Receivable. She also seeks a money judgment against the Capstone Defendants, jointly and severally, in the sum of $51 million for the conversion of the Debtor's property and for aiding and abetting the conversion of the Debtor's property. This is the second of two adversary proceedings that the Trustee has brought against the Capstone Defendants. In a 2019 adversary proceeding, the Trustee sued the Capstone Defendants and others to avoid alleged fraudulent transfers of or impose constructive trusts on, property of the Debtor, and to "avoid preferential and fraudulent transfers of, and/or impose constructive trusts on, property of the Debtor, and to impose joint and several liability on some of the Defendants for all of the Debtor's obligations." The matters before the Court are competing motions for summary judgment in the 2020 Adversary Proceeding. The Parties requested leave to file the Motions pursuant to their joint letter to the Court. The letter includes a single statement of three issues they ask the Court to consider in resolving the Motions: 1. "Was the SRA, along with the related agreements executed in connection therewith, a form a [sic] financing agreement between the Debtor and the Capstone Defendants that had to be perfected under Article 9 of the New York Uniform Commercial Code, or rather, did the SRA form that of a service relationship between the Debtor and the Capstone Defendants, whereby the Debtor acted on the Capstone Defendants' behalf?" 2. "Did the terms of the SRA and the related agreements provide the Debtor with an interest in the goods produced and accounts receivable generated under the SRA, or rather, were all goods produced and accounts receivable generated under the SRA at all times the sole property of the Capstone Defendants?" 3. "Alternatively, is the SRA an agreement for the absolute sale and assignment of contract rights and accounts receivable created in the future by the Debtor, subject to the provisions of Article 9 of the UCC?" The Parties agreed that the Motions would be filed in the 2020 Adversary Proceeding, but that the Court's decision on the Issues will be applied to the claims in the 2020 Adversary Proceeding and the 2019 Adversary Proceeding. There are only two sets of agreements relevant to the Motions: the Costco Agreements and the SRA. The Accounts Receivable were generated under the Costco Agreements, and those agreements unambiguously give Capstone Capital, rather than the Debtor, the right to the Accounts Receivable. The SRA does nothing to effect a transfer of those Accounts Receivable to the Debtor, but instead, confirms that those Accounts Receivable belong to Capstone Capital. The contrary premise upon which the Trustee's claims against the Capstone Defendants in the Adversary Proceedings generally rely is that the Accounts Receivable belong to the Debtor because they are property of the Debtor's estate under section 541 of the Bankruptcy Code. In the Trustee's view, under the SRA, the Capstone Defendants are general unsecured creditors of the Debtor with no interest in the Accounts Receivable. The Trustee's argument fundamentally hinges on some theory that would allow the Court to consider the Accounts Receivable as though they belonged to the Debtor. The Trustee does not clearly explain what this theory is, but alludes to the principle that a court should elevate an agreement's form beyond its substance. She argues that the Court should credit the Debtor as the owner of the Accounts Receivable because the SRA allocates to the Debtor most of the risks attendant to the relationship between Capstone Capital and the Debtor. There is support for the Trustee's characterization of the SRA. However, the authorities that she cites in support of that principle are distinguishable and have no application in this case, the Court states. The Trustee is attempting to recover on account of a deal that, with the benefit of hindsight, purportedly takes from the Debtor assets that it would have had under a conventional financing agreement. Though the Trustee finds herself in an unenviable position -- that is the not the agreement the Debtor entered. The Court can neither rewrite the terms of the Costco Agreements nor of the SRA. For that reason, the Court finds the Accounts Receivable are not property of the estate under section 541 of the Bankruptcy Code. The Court awards the Capstone Defendants summary judgment dismissing Claims Two through Five, and 2019 Claim One. The Court denies the Trustee summary judgment on those claims. The Court denies the Motions to the extent they seek relief on Claim One and 2019 Claims Eighteen and Twenty-Two. The Parties have agreed that the resolution of Claims One through Five, together with 2019 Claims One, Eighteen, and Twenty-Two, are affected by the Court's determinations on the Issues. In sum, the Court has resolved that the Accounts Receivable never became property of the Debtor's estate, and this resolution is generally relevant to the claims at issue because they depend on the Accounts Receivable being property of the estate. These consequences follow: as to Claims Two and Three, the Debtor may not avoid, under section 549 of the Bankruptcy Code, the alleged unauthorized and illegal transfers and misappropriations of the Debtor's property effected by the Post-Petition Assignments of Receivable and Post-Conversion Assignments of Accounts Receivable, since such property did not belong to the Debtor. The Capstone Defendants are entitled to summary judgment on those claims, the Court states. For the same reason, as to Claim Four, the Trustee may not recover for the fraudulent misappropriation and conversion of estate property by the Post-Petition Assignments of Receivable and Post-Conversion Assignments of Accounts Receivable under applicable New York law, according to the Court. The Capstone Defendants are entitled to summary judgment on that claim, the Court finds. As to Claim Five, without showing that the Debtor's assets were converted, there is nothing left to aid or abet. Claim One, so far as it remains following the Decision and Order on Motion to Dismiss, seeks a declaration that the post-petition attempt to perfect a security interest in the Debtor's assets and to exercise control of the Debtor's assets violated section 362 and are void. Because the Parties have failed to brief the issue, the Court will not address Claim One. 2019 Claim One seeks the avoidance and recovery of preferential transfers. The Trustee alleges that the SRA between the Debtor and Capstone was a financing device that created only a security interest in the Debtor's assets. She says that this security interest became unperfected when Capstone's UCC financing statement lapsed on August 12, 2016. The Trustee seeks to avoid any putative security interest held by Capstone under the UCC and section 544 of the Bankruptcy Code. The Trustee also seeks to avoid as preferences under section 547 any transfers made to Capstone within 90 days of the bankruptcy filing. Because these alleged transfers are of property that did not belong to the Debtor, the Capstone Defendants are entitled to summary judgment on 2019 Claim One, the Court holds. The Capstone Defendants are not entitled to summary judgment on 2019 Claim Eighteen. 2019 Claim Eighteen alleges that Capstone Capital and Capstone Credit aided and abetted the conversion of various assets and business relationships of the Debtor. The claim asserts that the Capstone Defendants had actual knowledge of many, if not all, of certain wrongful misappropriations and conversions by former insiders of Level 8. According to the Court, the 2019 Amended Complaint's allegations about a business relationship between Costco and the Debtor are belied by the Costco Wholesale Global Import Supplier Agreement between Capstone Capital and Costco, since that agreement makes clear that Capstone Capital's relationship with Costco extends to its Mexican subsidiary. However, this does not resolve the issue of whether the $979,000 representing alleged payments made by the Capstone Defendants to On Five were payments that were due to the Debtor under the SRA, the Court notes. Nor do the Motions brief whether such failure could be the proper subject of a conversion claim. Therefore, the Court denies summary judgment on 2019 Claim Eighteen. Because neither the Trustee nor the Capstone Defendants briefed 2019 Claim Twenty-Two, neither the Trustee nor the Capstone Defendants are entitled to summary judgment on that claim. A copy of the Court's decision dated July 11, 2024, is available at https://urlcurt.com/u?l=3Y3fXX About Level 8 Apparel Level 8 Apparel LLC was an outerwear design, import/manufacturing company that produced, among other things, men's and women's outerwear garments. It held licenses to produce and sell Elie Tahari men's outerwear, Tahari men's outerwear, and On Five men's and women's apparel and outerwear. It also had a private label division, which produced apparel for large vertical retailers such as Costco, Express, Urban Outfitters, Lane Bryant, and others. Its principal place of business was located at 250 West 39th Street, Suite 502, New York, NY. Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13164) on Nov. 14, 2016. The petition was signed by Frank Spadaro, president. The case was assigned to Judge James L. Garrity Jr. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor was represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP. No trustee or examiner or statutory committee was appointed in the Chapter 11 case. At the request of the U.S. Trustee in 2018, the Debtor's case was converted to Chapter 7. Angela Tese-Milner is the Chapter 7 trustee. LLT MANAGEMENT: J&J Talc Proposed Settlement Deadline Set July 26 ----------------------------------------------------------------- The voting deadline is approaching in the proposed Johnson & Johnson talcum powder settlement. The Ad Hoc Group of Counsel representing more than 77,500 individuals harmed by J&J baby powder products urges claimants to take immediate action and vote FOR the historic talcum powder settlement before the deadline of 5pm ET on July 26, 2024. The Ad Hoc Group of Counsel issued the following statement: If you or someone you know has been impacted by talcum powder use and its potential health effects, now is the time to take action. Your vote is important. A proposed $8 billion settlement plan -- with a net present value of $6.475 billion -- is at stake, and your vote matters. It's time to end years of frustrating litigation with Johnson & Johnson (J&J) and deliver recoveries to victims. The law firms opposing the settlement have had ample time to reach a consensus in the Multidistrict Litigation (MDL), but they never succeeded. The deadline to vote on the plan that provides for a historic $8 billion settlement over the life of the trust, with a $6.475 billion net present value, is 5pm ET on July 26, 2024. "We urge you to vote for the plan as soon as possible and need your immediate action. Your vote will make a difference in ensuring that a fair and equitable compensation plan is approved." Key Financial Terms Record Settlement: J&J and a subsidiary have agreed to pay approximately $8 billion over 25 years ($6.475 billion net present value) to people who claim talcum powder products made them sick. What Is the Plan? Under the Plan, a trust will be established to pay the settlement amounts to current and future talc claimants. If the Plan is approved, you will receive your recovery from the trust and will no longer need to be involved in litigation against the companies or other parties for any talc claims. Mesothelioma, lung cancer, and Canadian claims are not part of the Plan. What Is at Stake? The Plan provides a way for cancer claimants to receive compensation without the time and expense of going to trial. J&J has won approximately 95% of ovarian cancer cases tried to date, including every ovarian cancer case tried over the last six years. Without the settlement through the bankruptcy plan, it will take decades for claimants to litigate their cases, with no recovery unless they win. Who Can Vote? If you believe you are sick from using J&J products containing talc (such as J&J Baby Powder and Shower to Shower), you may be eligible to vote on the bankruptcy plan that governs how claims will be paid. Visit www.OfficialTalcClaims.com or call 1-888-431-4056 to learn more and request a solicitation package to determine whether you can vote on the Plan. Why Vote? Avoid lengthy litigation: The proposed plan provides a way for cancer claimants to receive compensation without going to trial. J&J has won approximately 95% of ovarian cancer cases tried to date, and without this plan, litigating remaining cases could take decades with no guarantee of being paid anything. 75% of the claimants voting on the plan must vote to support it for it to move ahead. We are counting on your support to make this historic settlement a reality. If you already voted against the plan, it is not too late to change your vote and support the plan. You can vote again up until the deadline and your new vote will override your prior vote. Your voting decision is completely confidential. Deadline: You must cast your vote by 5pm ET on July 26, 2024. You can vote here: OfficialTalcClaims.com How to Vote: -- If You Haven't Filed a Claim: Visit OfficialTalcClaims.com or call 1-888-431-4056 to request a solicitation package and determine your eligibility to vote. -- If You've Already Filed a Talc Claim: You or your attorney will receive a solicitation package with voting instructions. -- If You've Already Voted: Only your latest vote counts, so if you already voted but want to change your vote FOR the plan, your new vote will override your prior vote. The counsel who negotiated and support the settlement proudly supports the fair and timely resolution of this matter. This proposed negotiated settlement will be the quickest and fairest path to compensation for tens of thousands of people harmed by their usage of J&J 's talcum powder products. About Johnson & Johnson Johnson & Johnson (J&J) -- https://www.jnj.com/ -- is an American multinational, pharmaceutical, and medical technologies corporation. About LLT Management LLT Management, LLC, (formerly known as LTL Management LLC), is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP, as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing the Court to dismiss the 2021 Chapter 11 case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the same day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed, ending J&J's second attempt to use bankruptcy to resolve thousands of lawsuits alleging that its talc products sometimes contained asbestos and caused mesothelioma and ovarian cancer. LOOP ENERGY: Initiates Restructuring Process With NOI Filing ------------------------------------------------------------ Loop Energy (TM) Inc. on July 17, announced that after a thorough and rigorous 18-month process to find strategic alternatives on a going concern basis, the Company has filed a Notice of Intention to Make a Proposal pursuant to the provisions of the Bankruptcy and Insolvency Act (Canada). The decision to file an NOI was made after careful consideration of all strategic alternatives, its cash position and financing options, its scheduled payments to suppliers, landlords and vendors, and its other operating expenses. The board of directors of the Company determined that it was in the best interests of the Company to file an NOI and obtain creditor protection in order to solicit and consider strategic alternatives. The NOI is the first stage of a formal process which permits the Company to pursue a restructuring of its affairs. The filing of the NOI has the effect of imposing an automatic stay of proceedings that will protect the Company and its assets from claims and enforcement proceedings of its creditors. The initial Stay period is 30 days and may be extended by subsequent court order. There can be no assurance that the current process will result in a transaction or, if a transaction is undertaken, that it will be successfully concluded in a timely manner, or at all. The principal purpose of the NOI filing is to create a stabilized environment for the Company and its financial advisors to run an orderly and flexible sale, investment and solicitation process approved by the Supreme Court of British Columbia with the goal of identifying one or more interested parties that wish to acquire or make an investment in the Company's business or all or some of its assets. The Company has engaged a licensed insolvency trustee to assist with the NOI. The Company is working closely with the Proposal Trustee and its legal advisors on the SISP to best protect stakeholders with the objective to complete the SISP by the end of August 2024. Sophia Langlois has resigned as a director on the Board. The remaining directors and officers of the Company remain in place. The Company has requested and the Toronto Stock Exchange has approved an extension to September 9, 2024 for its annual general meeting of shareholders. About Loop Energy Loop Energy is a leading hydrogen fuel cell developer and manufacturer, helping build a zero-emissions world. MADRONE MEMPHIS: S&P Assigns 'BB+' LT Rating on Revenue Bonds ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' long-term rating to the Health, Educational and Housing Facility Board of the County of Shelby, Tenn.'s approximately $69.6 million (tax-exempt) series 2024A-1 and $2.0 million (taxable) series 2024A-2 student housing revenue bonds, issued for Madrone Memphis Student Housing I, LLC (Madrone Memphis), the sole member of which is Madrone CDF. The outlook is stable. "The rating reflects our view of the project's significance to the university's strategic goals, including transitioning to a more traditional residential college experience," said S&P Global Ratings credit analyst Travis Nauert. University of Memphis' total full-time equivalent (FTE) enrollment has been relatively stable over the last five years. In fall 2023, total FTE enrollment was 16,031 students and university housing occupancy was 99%, pressuring housing availability and requiring the university to lease 300 off-campus beds. Enrollment is expected to decrease modestly in fall 2024, driven by a smaller sized incoming first-year class. The university operates 2,581 on-campus beds and housing occupancy has averaged 98% over the last three years; the newest residence hall on campus was built in 2015, while most are over 50 years old. The university does not have a residency requirement and about 22% of students live on campus. The stable outlook reflects S&P's expectation that during the one-year outlook period, construction will progress on time and within budget. S&P said, "We could consider a negative rating action during the outlook period if there are cost overruns or construction delays that inhibit the project's ability to open on time. Beyond the outlook period, we could consider a negative rating action if occupancy is materially weaker than projected, pressuring the project's ability to meet covenanted coverage. "We do not expect to raise the rating or revise the outlook to positive during the outlook period, as the project will be under construction. Beyond the outlook period, an established trend of strong occupancy and DSC over 1.2x on all debt obligations could lead to a positive rating action." META MATERIALS: Signs Deal to Sell Authentication Business for $10M ------------------------------------------------------------------- Meta Materials Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that in connection with the continued evaluation of strategic alternatives of the Company and its subsidiaries, on July 3, 2024, Nanotech Security Corp. ("NSC"), a wholly-owned subsidiary of 1315115 BC Inc., which is a wholly subsidiary of the Company, entered into an asset purchase agreement with Authentix, Inc., a Delaware corporation, and Authentix Canada Solutions, Inc., a corporation formed under the laws of British Columbia, Canada, (collectively as "Buyer"), pursuant to which, subject to the satisfaction or waiver of certain conditions, the Buyer agreed to (i) purchase substantially all of the assets owned by NSC and used in the operation of the Company's authentication business unit and (ii) assume certain liabilities with respect to the Authentication Business. The assets included in the Transaction excludes, among other things, any cash and cash equivalents, any rights to tax refunds or overpayments, insurance policies, employee benefit plans, certain real property, and corporate and personnel records of NSC or the Company. Under the terms of the Purchase Agreement, the Buyer agreed to pay NSC an aggregate of $10 million for the Authentication Business, which includes the previously announced $4 million of deposits paid by the Buyer, which will be applied to the Purchase Price at closing. An aggregate of $3 million will also be withheld from the Purchase Price (a) to cover certain amounts to due to the landlord of certain leased properties of NSC and (b) to be held in escrow by the Buyer's counsel for the payment of taxes and liens related to the Thurso property. The Purchase Agreement contains representations, warranties, covenants, indemnification and other terms customary for a similar asset disposition. The Transaction is subject to customary closing conditions and covenants, including the conduct of the authentication business prior to closing. In addition, as a condition to closing of the Transaction, the parties agreed that certain NSC employees would be terminated by NSC prior to closing, and the Buyer would make offers of employment to such employees on terms no less favorable than current employment terms with NSC. The Purchase Agreement may be terminated (i) by mutual written consent by the parties thereto, (ii) by either party upon material breach of the other party of the Purchase Agreement, subject to certain conditions, (iii) by either party if the closing of the Purchase Agreement does not occur by Aug. 15, 2024, subject to certain conditions, and (iv) other customary termination provisions. Other than the repayment of the Deposits or as otherwise set forth in the Purchase Agreement, there are no penalties or obligations due by either party upon termination of the Purchase Agreement. A full-text copy of the Asset Purchase Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1431959/000095017024081804/mmat-ex2_1.htm About Meta Materials Headquartered in Dartmouth, Nova Scotia, Canada, Meta Materials Inc. is an advanced materials and nanotechnology company. The Company is developing materials that it believes can improve the performance and efficiency of many current products as well as allow new products to be developed that cannot otherwise be developed without such materials. The Company has product concepts currently in various stages of development with multiple potential customers in diverse market verticals. Vaughan, Canada-based KPMG LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations and requires additional financing to fund its operations that raise substantial doubt about its ability to continue as a going concern. MO BAY BEIGNET: Jodi Dubose Named Subchapter V Trustee ------------------------------------------------------ Mark S. Zimlich, the U.S. Bankruptcy Administrator for the Southern District of Alabama, appointed Jodi D. Dubose as Subchapter V Trustee for Mo Bay Beignet Company, LLC. Ms. Dubose will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Dubose declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jodi Daniel Dubose, Esq. Stichter, Riedel, Blain & Postler P.A. 41 N. Jefferson Street, Suite 111 Pensacola, FL 32502 Phone: (850) 637-1836 Email: jdubose@srbp.com About Mo Bay Beignet Company Mo Bay Beignet Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 24-11696) on July 11, 2024, with $0 to $50,000 in assets and $50,001 to $100,000 in liabilities. Judge Henry A. Callaway presides over the case. Barry A. Friedman, Esq. Barry A Friedman & Associates, PC represents the Debtor as legal counsel. MOUNTAINSIDE COAL: Jointly Administered Cases Converted to Ch. 7 ---------------------------------------------------------------- Judge Gregory R. Schaaf of the United States Bankruptcy Court for the Eastern District of Kentucky entered a Memorandum Opinion and Order converting the jointly administered Chapter 11 cases of Mountainside Coal Company, Inc., Case No. 24-60342, and Triple 7 Commodities, Inc., Case No. 24-60341, to Chapter 7 liquidation proceedings. The Court also denied the Debtors' request to obtain postpetition financing. Mountainside Coal Company sought permission to borrow $217,000 in general unsecured post-petition financing to pay expenses in June and July. An interim hearing was held on June 17, 2024, and a final hearing was scheduled for July 1, 2024. The United States Trustee, the Kentucky Energy and Environmental Cabinet, secured creditors BRCPF M&M Mountainside Coal BLKR LLC and Binderless Coal Briquetting Company PTY Limited, and Lessors Charlisa G. Stewart and Thomas R. Gambrel objected to the requested financing and cast extreme doubt on the jointly administered Debtors' ability to reorganize. Following the July 1 hearing, based on the record and arguments, and the consent of the objecting parties, Mountainside Coal was allowed to borrow and spend $27,000 to avoid immediate and irreparable harm. Final relief was not possible, and an evidentiary hearing was scheduled for July 10, 2024, because there "are several problems with the proposed budget that require additional explanation and evidence." The Final Hearing Order recognized the Debtors' cases have limped along for 4 months, and the proposed financing is not enough to support Mountainside Coal through a plan process. The Debtors were warned that they cannot pursue "a speculative reorganization process funded by creditors or prevent parties from pursuing other opportunities" and they "must prove the additional post-petition debt is warranted, and a reasonable likelihood of rehabilitation exists" to avoid conversion or dismissal pursuant to 11 U.S.C. Sec. 1112(b)(4)(A),(B),(C)(F). An evidentiary hearing was held on July 10 and 11, 2024. CEO Damien Caldwell testified in support of the proposed financing and plan for rehabilitation. According to the Court, the Debtors' evidence is not sufficient to prove the Debtors have the necessary funds to resume operations and prevent the Debtors' administrative insolvency by the end of July. The evidence also confirms the Debtors do not have a reasonable likelihood of rehabilitation and conversion is appropriate, the Court states. According to the Court, the proposed financing is not enough to pay Mountainside Coal's expenses or resume operations before Mountainside Coal is administratively insolvent. The budget for Mountainside Coal continues to show the company needs over $113,000 to avoid administrative insolvency at the end of July, but there is no proof that Mountainside Coal can timely secure those funds, the Court notes. The Court also holds there is no proof Triple 7 Commodities has funds to operate or any hope of reorganization independent of Mountainside Coal's proposal. Triple 7 Commodities is a minority owner of two mines in West Virginia that it has not operated for an extended amount of time. The record and testimony confirm Triple 7 Commodities has and will continue to incur substantial losses and diminution of its estate. Triple 7 Commodities' only hope of reorganization rests on the success of Mountainside Coal, which is administratively insolvent. The Court also states that approving financing with administrative expense priority would only add to the insolvency. Mr. Caldwell has ideas, but there is no substance to his proposals that could provide comfort the Debtors can succeed in chapter 11, according to the Court. The Debtors suggested they could submit a new budget to pay approximately $110,000 over the next six weeks. But the objecting creditors accurately pointed out that the Debtors' catch-22 scenario would not improve and they would be back in the same position at the end of the six-week period. Instead, the U.S. Trustee and the objecting creditors unanimously requested conversion over dismissal. Their arguments and the record suggest there are potential additional recoveries for unsecured creditors through Chapter 5 causes of action that at least require investigation by a chapter 7 trustee, the Court says. Therefore, conversion is the best option to maximize and liquidate the Debtors' estates for the benefit of their creditors, the Court holds. A copy of the Court's decision dated July 12, 2024, is available at https://urlcurt.com/u?l=ewvxXt About Mountainside Coal Company, Inc. Mountainside Coal Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 24-50161) on March 1, 2024, with $10,000,001 to $50 million in assets and liabilities. The case was assigned to Judge Lena M. James. On April 23, 2024, the case was transferred to the Bankruptcy Court for the Eastern District of Kentucky (Bankr. E.D. Ky. Case No. 24-60342) before Judge Gregory R. Schaaf. Mountainside's case is jointly administered with the Chapter 11 case of Triple 7 Commodities, Inc. (Bankr. E.D. Ky. Case No. 24-60341). The Debtors tapped Philip Sasser, Esq., at Sasser Law Firm and David Jorjani, Esq., at Jorjani Law Office as counsel. NABORS INDUSTRIES: S&P Rates New Senior Guaranteed Notes 'CCC' -------------------------------------------------------------- S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Bermuda-based drilling contractor Nabors Industries Ltd.'s proposed $550 million senior guaranteed notes due 2031. The company's subsidiary, Nabors Industries Inc. will issue the notes. The '6' recovery rating indicates its expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal by creditors in the event of a payment default. Nabors will use the proceeds from these notes to redeem its outstanding approximately $556 million 7.25% senior guaranteed notes due January 2026. In addition to the issuance, the company recently announced that it has amended and extended its $350 million revolving credit facility (not rated) to June 2029 and added a committed $125 million letter of credit tranche. S&P views both of these announcements as accretive for credit quality because it will eliminate the refinancing risk related to its 2026 maturities. However, its 'B-' issuer credit rating and stable outlook on Nabors Industries Ltd. are unchanged due, in part, to its considerable 2027 maturity. ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors: -- S&P said, "We value the company using a discrete asset value approach based on its Dec. 31, 2023, net asset value, which is consistent with our treatment of other contract drilling companies. We assume 5% annual depreciation and a 50% realization rate on the company's drilling equipment. We estimate that for the company to default, the exploration and production industry would need to sustain a significant reduction in spending, leading to limited demand for drilling services." -- S&P assumes the company's $350 million credit facility's $100 million accordion feature is not activated and is 85% drawn at the time of default. Simulated default assumptions: -- Simulated year of default: 2026 -- Insolvency jurisdiction (Rank A): The majority of the company's revenue/assets are located in the U.S. Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $1.11 billion -- Value available to first-lien debt: $1.11 billion -- Total senior secured debt (accounts receivable and revolver facility): $309 million --Recovery expectations: Not applicable -- Value available to second-priority debt: $806 million -- Total second-priority debt: $1.4 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Total third-priority debt: $979 million -- Total available to third-priority debt: $0 million --Recovery expectations: 0%-10% (rounded estimate: 0%) -- Total subordinated unsecured debt: $252 million -- Total available to unsecured debt: $0 --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. NATURALSHRIMP INC: Delays Form 10-K for FY Ended March 31 --------------------------------------------------------- NaturalShrimp Incorporated disclosed in a Form 12b-25 filed with the Securities and Exchange Commission that that Company was unable to file its Annual Report on Form 10-K for the annual period ended March 31, 2024, by the prescribed due date of July 1, 2024, without unreasonable effort or expense, because the Company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file the Report on or prior to the fifteenth calendar day following the prescribed due date. About NaturalShrimp Headquartered in Dallas, Texas, NaturalShrimp, Inc. -- http://www.naturalshrimp.com-- is an aquaculture technology company that has developed proprietary, patented platform technologies to allow for the production of aquatic species in an ecologically-controlled, high-density, low-cost environment, and in fully contained and independent production facilities without the use of antibiotics or toxic chemicals. NaturalShrimp owns and operates indoor recirculating Pacific White shrimp production facilities in Texas and Iowa using these technologies. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 26, 2023, citing that the Company has suffered recurring losses from inception and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. For the nine months ended Dec. 31, 2023, the Company had a net loss available for common stockholders of approximately $10,821,000. As of Dec. 31, 2023, the Company had an accumulated deficit of approximately $178,426,000 and a working capital deficit of approximately $10,406,000. According to the Company, these factors raise substantial doubt about the Company's ability to continue as a going concern, within one year from the issuance date of this filing. The Company's ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. NEMAURA MEDICAL: Delays Annual Report for FY Ended March 31 ----------------------------------------------------------- Nemaura Medical Inc. reported via Form 12b-25 filed with the Securities and Exchange Commission that the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 will be delayed due to the additional time that was required to obtain and compile certain information required to be included in the Annual Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Annual Report within the 15 calendar day extension period. About Nemaura Medical Nemaura Medical, Inc., is a medical technology company developing and wearable diagnostic devices. The company is currently commercializing sugarBEAT and proBEAT. sugarBEAT, a CE mark approved Class IIb medical device, is a non-invasive and flexible continuous glucose monitor (CGM) providing actionable insights derived from real time glucose measurements and daily glucose trend data, which may help people with diabetes and pre-diabetes to better manage, reverse, and prevent the onset of diabetes. Nemaura Medical has submitted a proposal for a Modular PMA (Premarket Approval Application) application for sugarBEAT to the U.S. FDA, for its generation II, 24 hour sensor. proBEAT is a non-regulated version of sugarBEAT which combines non-invasive glucose data processed using artificial intelligence and a digital healthcare subscription service as a general wellness product as part of its BEAT diabetes program. The Company stated in its Quarterly Report for the period ended Dec. 31, 2023, that "As reflected in the accompanying financial statements, for the nine months ended December 31, 2023, the Company recorded a net loss of $5,968,086 and used cash in operations of $7,203,676. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company's independent registered public accounting firm in its report on the Company's March 31, 2023 financial statements, raised substantial doubt about the Company's ability to continue as a going concern." NEUROONE MEDICAL: Falls Short of Nasdaq's Minimum Bid Price Rule ---------------------------------------------------------------- NeuroOne Medical Technologies Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 11, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that because the closing bid price of the Company's common stock was below $1.00 per share for the prior 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2). In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from July 11, 2024, or until Jan. 7, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before Jan. 7, 2025, the closing bid price of the Company's common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which number days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance with the Rule by Jan. 7, 2025, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities will be subject to delisting. The Company intends to continue actively monitoring the closing bid price for the Company's common stock between now and Jan. 7, 2025, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. About NeuroOne Headquartered in Eden Prairie, MN, NeuroOne Medical Technologies Corporation is a medical technology company focused on the development and commercialization of thin film electrode technology for continuous electroencephalogram ("cEEG") and stereoelectrocencephalography ("sEEG") recording, spinal cord stimulation, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinson's disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders. Additionally, the Company is investigating the potential applications of its technology associated with artificial intelligence. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 15, 2023, citing that the Company had recurring losses from operations and an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These are the reasons that raise substantial doubt about the Company's ability to continue as a going concern. "The Company has incurred losses since inception, negative cash flows from operations, and an accumulated deficit of $68.9 million as of March 31, 2024. To date, the Company's revenues have not been sufficient to cover its full operating costs, and as such, it has been dependent on funding operations through the issuance of debt and sale of equity securities. The Company has adequate liquidity to fund its operations through July 2024. The raising of additional funds is not solely within the control of the Company. These factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its Quarterly Report for the period ended March 31, 2024. NEW YORK SCHOOLS: A.M. Best Cuts Fin. Strength Rating to B(Fair) ---------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to B (Fair) from A- (Excellent) and the Long-Term Issuer Credit Rating to "bb" (Fair) from "a-" (Excellent) of New York Schools Insurance Reciprocal (NYSIR) (Uniondale, NY). The outlook of these Credit Ratings (ratings) is negative. The ratings reflect NYSIR's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management (ERM). NYSIR's balance sheet strength assessment has been revised downward to adequate from very strong due to the continued deterioration in risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), and policyholder surplus as of year-end 2023 and through the first quarter of 2024. NYSIR's capitalization and surplus level continued to decrease primarily from additional reserve strengthening from higher-than-anticipated loss emergence on prior accident years, and storm-related property losses in 2023. NYSIR has experienced unfavorable loss emergence driven by adverse external factors impacting the general liability environment, most notably the Child Victims Act, as well as the impact of social inflation on liability claims costs. NYSIR's operating performance has been revised downward to marginal from adequate. Despite mitigation strategies put into place in recent years, the company's operating performance has deteriorated below the adequate range as evidenced by declining underwriting and operating metrics. The high loss emergence from the impact of social inflation on liability claim costs, increased property loss costs, and higher-than-usual sexual assault and molestation claims led to poor results in 2023 following 2022 when NYSIR also had a significant overall loss. Loss results in 2023 also were driven by the continued effort to improve carried loss reserves from prior accident years, particularly on the general liability line of business. In addition, NYSIR's property losses in 2023 drove deteriorating results and the elevated losses incurred during the year. Severity of claims in recent years has spiked also due to economic inflation contributing to the higher-than-average property losses. NYSIR's business profile has been revised downward to limited from neutral. As an insurance reciprocal, NYSIR's mission is to help subscribers provide a safe environment for students, staff and visitors, and to assist in protecting their physical assets. NYSIR remains the leading insurer of public schools in New York offering property, general liability, automobile liability and physical damage, school board legal liability and excess catastrophe liability policies to school districts across 50 New York counties. However, due to high geographic concentration and segment risk, the reciprocal has been impacted by recent social and political events, which has exposed NYSIR to significant regulatory risk due to changes in legislation leading to deteriorating operating performance results and capital strength. NYSIR's ERM has been revised downward to marginal from appropriate. Although historically, the company's ERM has been considered appropriate, NYSIR's risk awareness and pricing management has come into question following significant reserve strengthening driving the decline in surplus and operating performance. NYSIR's appropriateness over claims handling and reserving, along with management's reactions to address the challenges in the market in which the reciprocal operates, has led to deterioration in the company's overall balance sheet strength and operating performance. NYSIR has implemented risk mitigation strategies such as expanded control over reserving, revamped claims process, coverage and rate changes, and limit changes; however, it remains to be seen if NYSIR's strategic initiatives will return performance back to historical results. NYSIR continues to have strong support from highly rated reinsurance participants as the 2024 program was completed with ample capacity. In addition, NYSIR has strong support from its subscribers as retention remains strong despite significant rate and coverage changes recently put into place. The negative outlooks reflect AM Best's outstanding concerns surrounding the reciprocal's ERM practices and initiatives put into place to turnaround operating results and strengthening NYSIR's balance sheet. Further negative action could occur if the company's balance sheet strength does not improve as a result of further surplus deterioration, unfavorable loss emergence, continued adverse development, weather related events, or decline in regulatory capital position. However, management is expecting its initiatives and strategy, which have been reviewed and approved by the New York State Department of Financial Services, to address the challenges NYSIR faces in its market and remain an integral part of the New York state public education market. NORRISTOWN APPLIANCES: Leona Mogavero Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Leona Mogavero, Esq., at Zarwin Baum as Subchapter V trustee for Norristown Appliances, LLC. Ms. Mogavero will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mogavero declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Leona Mogavero, Esq. Zarwin Baum One Commerce Square 2005 Market Street, 16th Floor Philadelphia, PA 19103 Phone: (267) 765-9630 Email: lmogavero@zarwin.com About Norristown Appliances Norristown Appliances, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12344) on July 8, 2024, with up to $500,000 in assets and up to $50,000 in liabilities. Judge Ashely M. Chan presides over the case. Robert H. Holber, Esq., at Attorney Robert H Holber PC represents the Debtor as legal counsel. NOVA LIFESTYLE INC: Unit to Buy DesignXperience System for $660,000 ------------------------------------------------------------------- Nova LifeStyle, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 5, 2024, the Company, Nova Living (M) Sdn Bhd, a wholly owned subsidiary of the Company ("Nova Malaysia"), and Hong Sheng Sdn Bhd, a company incorporated in Malaysia, entered into a Sale and Purchase Agreement. Pursuant to the Agreement, the parties agree: (i) Nova Malaysia will purchase a Nova Living DesignXperience System from Hong Sheng for $660,000 and (ii) the Purchase Price will be paid in 400,000 shares of common stock of the Company at $1.65 per share. The Nova Living DesignXperience System includes Virtual Interior Design Consultation, Furniture Recommendation Generation, Realistic Rendering of Virtual Products, Testing and Quality Assurance, Documentation and Support and Deployment and Maintenance. The Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. About Nova Lifestyle Headquartered in Commerce, Calif., Nova LifeStyle, Inc. is a distributor of contemporary styled residential and commercial furniture incorporated into a dynamic marketing and sales platform offering retail as well as online selection and global purchase fulfillment. The Company monitors popular trends and products to create design elements that are then integrated into the Company's product lines that can be used as both stand-alone or whole-room and home furnishing solutions. Through its global network of retailers, e-commerce platforms, stagers and hospitality providers, Nova LifeStyle also sells (through an exclusive third-party manufacturing partner) a managed variety of high quality bedding foundation components. San Mateo, Calif.-based WWC, P.C., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company incurred a net loss for the years ended Dec. 31, 2023 and 2022, and the accumulated deficit increased from $36.71 million to $44.43 million from 2022 to 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Reports Prelim. Q2 Net Revenue of $2.4M ---------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. announced July 11, 2024, preliminary net revenue for the second quarter of 2024 of $2.4 million and for the first half of 2024 of $5.0 million, primarily derived from the Company's eyecare products. Net revenue from the Company's eyecare products increased by 9% for both the second quarter and the first half of 2024 over the corresponding periods in 2023. NovaBay also expects 2024 net revenue from the Company's eyecare products to be approximately $10 million. "The increase in eyecare net revenue so far this year was driven by higher sales of Avenova-branded products through online channels. We benefitted from growth in Avenova sales due to our loyal Amazon and Avenova.com subscribers with our subscriber base accounting for approximately 23% of all online Avenova revenue for the first half of this year," said Justin Hall, CEO of NovaBay. "Growth in our subscriber base is critical to our business success because these loyal customers generate consistent sales that we can build upon through our cost-efficient digital marketing programs. In fact, even with this year's expected revenue growth, we anticipate a slight year-over-year decline in sales and marketing expenses," he added. "Our ability to consistently grow our base underscores our belief that first-time consumers who use our high-quality Avenova products typically return as satisfied repeat customers. This further supports NovaBay's strategic focus on the large, growing U.S. dry eye market." The number of Avenova subscribers on Amazon, the Company's largest sales channel, increased 16% during the first six months of 2024 and is up 123% since the beginning of 2022. In addition, of the more than 14,000 customer ratings across all online channels, Avenova Lid & Lash Solution averages an impressive 4.5-star overall rating. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material including microorganisms and debris from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. OCEAN POWER: Board Approves 2024 Bylaws --------------------------------------- Ocean Power Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 5, 2024, the Board of Directors of the Company approved an amendment and restatement of its Amended & Restated Bylaws dated June 9, 2023. The modifications to the 2023 Bylaws which are included in the 2024 Bylaws include: (1) at all meetings of the stockholders, one-third of the voting power of all shares of capital stock entitled to vote (or deemed entitled to vote) shall constitute a quorum, (2) clarification of the requirements of the ability to receive a security clearance from the U.S. government for a potential nominee to the Board, and (3) having the U.S. District Court for the District of Delaware as the sole and exclusive forum for certain specified disputes involving the Company. The 2024 Bylaws became effective on July 5, 2024. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, OPT -- http://www.OceanPowerTechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness System ("MDA" or "MDAS") products, integrated solutions, and consulting services. The Company offers its products and services to a wide range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, while working closely with partners across its supply chain. The Company also works closely with its third-party partners that provide it with, among other things, software, controls, sensors, integration services, and marine installation services. The Company's solutions are based on proprietary technologies that enable autonomous, zero or low carbon emitting, and cost-effective data collection, analysis, transportation and communication. Ocean Power said in its Quarterly Report for the period ended Jan. 31, 2024, that "For the nine months ended January 31, 2024 and through the date of filing of this Form 10-Q, management has not obtained any material additional capital financing. Management believes the Company's current cash balance at January 31, 2024 of $4.9 million and short term investments balance of $4.4 million may not be sufficient to fund its planned expenditures through at least March 2025. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company's operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due." ODYSSEY MARINE: Board Approves 2024 Executive Compensation Plan --------------------------------------------------------------- Odyssey Marine Exploration, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 8, 2024, the Compensation Committee of the Board of Directors of Company approved the 2024 Executive Compensation Plan for Odyssey's executives, including the chief executive officer and the other named executive officers, who meet the eligibility requirements set forth in the Plan. The Plan was approved in lieu of a traditional cash annual incentive plan for executives for 2024 in recognition of the significant dedication, work and sacrifice of Odyssey's executives to achieve a positive outcome for Odyssey with respect to Exploraciones Oceanicas S. de R.L. de C.V. ("ExO"), to continue to achieve success in other areas of the business with limited resources, and to incentivize the team to continue its efforts to maximize any monetary outcome with respect to ExO. Pursuant to the Plan, executives who were employed by Odyssey on July 1, 2024, will be entitled to a one-time special cash bonus payment if Odyssey profits significantly from its ownership of ExO, including pursuant to an award in the NAFTA arbitration case by Odyssey and ExO pending against the United States of Mexico. Any Bonus will be payable by Odyssey only if all of the following conditions are met: * either (a) the tribunal in the pending arbitration issues a decision in favor of and a monetary award to Odyssey and/or ExO (an "Award"); or (b) Odyssey enters into an agreement pursuant to which Odyssey is entitled to receive a monetary payment (a "Settlement") relating to ExO or its mineral licenses; and * the gross amount of the Award or Settlement is at least an amount sufficient to satisfy the Odyssey's litigation financing obligation and to provide funds to the company; and * specified indebtedness of Odyssey has been repaid or the maturity date thereof extended; and * Odyssey has received cash from any source on or after July 1, 2024, in an aggregate amount of at least $7 million (which is expected to be sufficient, together with the Company's cash on hand, to fund one year of the Company's operations plus $1 million of funding for the Bonus). If all of the conditions are satisfied, a Bonus will be payable to each eligible executive within 30 days of the date on which the conditions are met. If Odyssey does not have sufficient cash to pay the full amount of each Bonus, the balance will be paid from the amount by which funds received by Odyssey exceed its working capital needs on a quarterly basis. If the Bonus amount exceeds 200% of an executive's base salary, fifty percent of the bonus amount will not be payable until the first anniversary of the date on which the first Bonus payment is made. The amount of the Bonus payments will be based on the gross amount of the Award or Settlement. The Plan provides for various bonus pool amounts, which will be paid on a pro rata basis to eligible executives, that range from an aggregate amount of 0.25% to 1.00% of the gross amount of the Award or Settlement. About Odyssey Marine Odyssey Marine Exploration, Inc. and its subsidiaries are engaged in deep-ocean exploration. Our innovative techniques are currently applied to mineral exploration and other marine survey and contracted services. Its corporate headquarters are in Tampa, Florida. As of March 31, 2024, the Company had $20.6 million in total assets, $111.7 million in total liabilities, and a total deficit of $91.1 million. As of December 31, 2023, the Company had $22.8 million in total assets, $108.7 million in total liabilities, and $85.9 million in total stockholders' deficit. Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated May 17, 2024, citing that the Company incurred net operating losses during the year ended 2023, and as of December 31, 2023, the Company's current liabilities exceeded its current assets by $26.6 million, and its total liabilities exceeded its total assets by $85.9 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. ONE TABLE: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: One Table Restaurant Brands, LLC 1201 W. 5th Street, Suite T-400 Los Angeles, CA 90017 Business Description: The Debtors consist of two restaurant chains -- comprised of Tender Greens, a "farm-to- fork" concept, and Tocaya Modern Mexican, a modern Mexican eatery. The Debtors operate 15 Tocaya and 24 Tender Greens restaurants throughout California and Arizona and employ more than 1,000 individuals at their restaurants and corporate offices in Los Angeles, California. Chapter 11 Petition Date: July 17, 2024 Court: United States Bankruptcy Court District of Delaware Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- One Table Restaurant Brands, LLC (Lead Case) 24-11553 One Table Restaurant Operations, LLC 24-11554 Tender Greens OpCo, LLC 24-11555 Tocaya Holdings LLC 24-11556 Tocaya Organica, LLC 24-11557 Tocaya Management LLC 24-11558 BLT Steak LA LLC 24-11559 Tocaya Venice LLC 24-11560 Tocaya South Bay, LLC 24-11561 Tocaya Toluca, LLC 24-11562 Tocaya Santa Monica LLC 24-11563 Judge: Hon. Karen B. Owens Debtors' Counsel: Thomas J. Francella, Jr., Esq. RAINES FELDMAN LITTRELL LLP 1200 North Broom Street Wilmington, DE 19806-4204 Tel: (302) 772-5805 Email: tfrancella@raineslaw.com - and - Alan J. Friedman, Esq. Melissa Davis Lowe, Esq. Max Casal, Esq. SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, CA 92618 Tel: (949) 340-3400 Fax: (949) 340-3000 Email: afriedman@shulmanbastian.com mlowe@shulmanbastian.com mcasal@shulmanbastian.com Debtors' Claims/ Noticing Agent: STRETTO, INC. One Table Restaurant Brands' Estimated Assets: $0 to $50,000 One Table Restaurant Brands' Estimated Liabilities: $10 million to $50 million One Table Restaurant Operations' Estimated Assets: $10 million to $50 million One Table Restaurant Operations' Estimated Liabilities: $10 million to $50 million The petitions were signed by Harald Herrmann as authorized signatory. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TJLCXBI/One_Table_Restaurant_Brands_LLC__debke-24-11553__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TSM5F2A/One_Table_Restaurant_Operations__debke-24-11554__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. ChixEgg, LLC Settlement $5,100,000 4036 NW Eclipse Place Blue Spring, MO 64015 Attn: Angela Correll Email: angela@sbv.com 2. KR One Paseo Retail LLC Settlements $1,469,588 12200 W Olympic Blvd Ste 200 Los Angeles, CA 90064 Email: revenueaccounting@kilroyrealty.com 3. Sentry Insurance Trade Debt $1,359,177 PO Box 8045 Stevens Point, WI 54481-8045 Attn: Natl Accts C3/42 Tel: 877-373-6879 Fax: 800-999-4642 Email: kim.czech@sentry.com 4. Mitchell et. al. v. Judgment $1,200,000 The Madera Group et. al Judgment Creditors 50 Corporate Park Irvine, CA 92606 Email: mgolper@brgslaw.com 5. UTC Venture, LLC Remaining $736,107 PO Box 55976 Settlement Los Angeles, CA 90074-5976 Obligations Email: USARRemittances@urw.com; jim.lee@urw.com 6. West Coast Prime Meats, LLC Trade Debt $661,879 344 Cliffwood Park St Brea, CA 92821 Tel: 714-255-8560; 800-640-7310 Email: receivables@westcoastprimemeats.com 7. Copley Place Settlement $475,000 PO Box 644079 Pittsburgh, PA 15264-4079 Email: Simon-7611@simon.com 8. Sysco Los Angeles Inc. Trade debt $472,842 20701 E Currier Rd Walnut, CA 91789 Tel: 909-595-9595 Email: remit@sbs.sysco.com; Vicky.Nguyen@sysco.com 9. Vesta Foodservice Trade Debt $434,687 13527 Orden Dr Santa Fe Springs, CA 90670 Tel: 562-741-2200 Email: accounts.receivable@laspecialty.com 10. Individual Foodservice Trade Debt $272,880 5496 Lindbergh Lane Bell, CA 90201 Tel: 323-981-2800 Email: remittance@indfood.com/ gramirez@indfood.com 11. Superior Seafood Company Trade Debt $253,360 1621 W. 25th St Ste 228 San Pedro, CA 90732 Tel: 310-547-3366 Email: briana@superiorseafoodco.com 12. Pro-Kleener Janitorial Trade Debt $239,849 Services, Inc. PO Box 452 Gardena, CA 90248 Tel: 310-327-7014 Email: cristina@prokleenerservices.com 13. Greenberg Traurig LLP Professional $157,831 8400 NW 36th Street Suite 400 Services Doral, FL 33166 Tel: 813-318-5700; 702-792-3773 Fax: 305-579-0717 Email: cardonat@gtlaw.com 14. Gibson, Dunn & Crutcher LLP Insurance $115,628 333 South Grand Ave Professional Los Angeles, CA 90071 Services Tel: 213-229-7520 Fax: 213-229-7520 Email: CBilling@gibsondunn.com 15. OLO Trade Debt $98,192 26 Broadway 24th FL New York, NY 10004 Email: billing@olo.com 16. Century City Mall, LLC Rent $95,391 2049 Century Park East 41st Floor Los Angeles, CA 90067 Email: usarremittances@urwconnect.com 17. Sunset Vine Tower, Inc. Rent $86,827 1480 Vine Street Los Angeles, CA 90028 18. Stanford Shopping Center Rent $79,533 File No. 57331 Los Angeles, CA 90074-7331 Tel: 317-263-7107 19. CP IV 8 Olive LLC Rent $77,726 801 S Olive Street Ste B Los Angeles, CA 90014 20. 523 West 6th Street Rent $75,646 Property Owner LLC PO Box 2185 Hicksville, NY 11802 Email: judy.raboin@callahan-management.com 21. MVV Owner LLC Rent $65,407 11777 San Vicente Blvd Suite 900 Los Angeles, CA 90049 Email: missionvalleyinfo@centennislrec.com 22. 1711-1715 Pacific LP Rent $64,467 333 Washington Blvd #346 Marina Del Rey, CA 90292 Email: msjproperties0@gmail.com 23. 901 Hancock, L.P. Rent $59,420 4700 Wilshire Blvd 9th Floor Los Angeles, CA 90010 Email: jon@crescent-canyon.com 24. Superior Service Corp Trade Debt $57,694 1006 E. South St Anaheim, CA 92805 Email: ar@superiorservice.net 25. Larder Baking Company L.P. Trade Debt $56,666 8990 National Blvd Los Angeles, CA 90034 Email: ap@larderbakingco.com 26. Bellwether Food Group Inc. Trade Debt $56,159 6146 Averill Way Dallas, TX 75225 27. 50 Fremont Tower, LLC Rent $55,688 File 70222 Los Angeles, CA 90074-0222 Email: jameson@bellwetherfoodgroup.com jay.bortoli@hines.com 28. Alon Westwood LLC Rent $55,173 11454 San Vicente Blvd Los Angeles, CA 90049 Email: doron@aloninvestment.com 29. Sysco San Francisco, Inc. Trade Debt $55,074 5900 Stewart Ave Fremont, CA 94538 Email: remit@sbs.sysco.com 30. LA Studios Operating Rent $53,063 Company LLC 1201 W Fifth Street, T-110 Los Angeles, CA 90017 Email: YLombari@lacenterstudios.com ONONDAGA COMMUNITY: S&P Affirms 'BB+' Rating on 2015A Rev. Bonds ---------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' rating on Onondaga Civic Development Corp., N.Y.'s series 2015A revenue bonds, issued on behalf of Onondaga Community College Housing Development Corp. (OCCHD). "The stable outlook reflects our view of OCCHD's improved occupancy supported by an increase of available beds subsequent to the expiration of health and safety mandates that limited their number," said S&P Global Ratings credit analyst Brian Marshall. "It also reflects the project's demonstrated ability to generate satisfactory coverage levels over the past two audit years, which it expects will continue through fiscal 2024, without external support as in previous years," he added. In S&P's opinion, the project's financial operation continues to be supported by OCCHD's very solid liquidity. OCCHD has about $21 million of principal outstanding, consisting of the series 2015 bonds, not including approximately $1 million of premium amortized over the life of the bonds. The 2015A bonds are secured by all revenue of OCCHD, including rents, fees, and income received from the housing facilities, which we consider a general obligation of the corporation. The bonds have relatively level debt service of a projected $1.7 million annually for 25 years. Onondaga Community College is as a unit of the State University of New York (SUNY) and is one of 30 community colleges and 64 campuses in the SUNY system. The college is located about four miles from Syracuse and operates an extension site north of the city in Liverpool, N.Y. The college offers two-year degree programs; on completion, students transfer to baccalaureate degree programs at four-year campuses or enter the workforce. ORGENESIS INC: Curtis Slipman Quits as Director; Replacement Named ------------------------------------------------------------------ Orgenesis Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 3, 2024, Curtis Slipman notified the Company of his decision to resign as a director of the Company, effective immediately, for personal reasons. The Company said Mr. Slipman's resignation was not the result of any disagreement with the Company, or its management on any matter relating to the Company's operations, policies or practices. The Company thanks Mr. Slipman for his contributions. Director Appointment On July 8, 2024, the board of directors of the Company, upon the recommendation of the Nominating Committee of the Board, appointed Dr. Itzhak Vider as a director, effective July 8, 2024, to fill the vacancy on the Board created by Mr. Slipman's resignation. Dr. Vider will hold office until the next annual meeting of stockholders and until his successor will be elected and qualified or until his earlier death, disqualification, resignation or removal. Concurrent with his appointment as a director of the Company, Dr. Vider was appointed to the Audit Committee of the Board. The Board has affirmatively determined that Dr. Vider meets the applicable standards for an independent director under the listing rules of The Nasdaq Stock Market LLC. There are no arrangements or understandings between Dr. Vider and any other person pursuant to which Dr. Vider was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Vider has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Vider has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company. In connection with Dr. Vider's appointment to the Board, and pursuant to the Company's Non-Employee Director Compensation Policy, the Board granted to Dr. Vider a stock option to purchase up to 6,250 shares of the Company's common stock. The stock option will have an exercise price per share of $0.65, the closing price of the Company's common stock on The Nasdaq Capital Market on the date of grant. The stock option will vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to Dr. Vider's continued service as a director. In addition, Dr. Vider is entitled to receive an annual cash retainer of $40,000 and an annual grant of a stock option to purchase 12,500 shares for his service as a non-employee director of the Company pursuant to the Director Compensation Policy. About Orgenesis Headquartered in Germantown, MD, Orgenesis, Inc. -- http://www.orgenesis.com-- is a global biotech company working to unlock the potential of cell and gene therapies ("CGTs") in an affordable and accessible format. CGTs can be centered on autologous (using the patient's own cells) or allogenic (using master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products ("ATMPs"). The Company is mostly focused on autologous therapies that can be manufactured under processes and systems that are developed for each therapy using a closed and automated approach that is validated for compliant production near the patient for treatment of the patient at the point of care ("POCare"). This approach has the potential to overcome the limitations of traditional commercial manufacturing methods that do not translate well to commercial production of advanced therapies due to their cost prohibitive nature and complex logistics to deliver such treatments to patients (ultimately limiting the number of patients that can have access to, or can afford, these therapies). Haifa, Israel-based Kesselman & Kesselman, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has incurred cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. ORGENESIS INC: Unit Secures $2 Million Loan From Yehuda Nir ----------------------------------------------------------- Orgenesis Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 3, 2024, Koligo Therapeutics Inc., as borrower, a subsidiary of the Company, entered into a loan agreement with Yehuda Nir, as lender, pursuant to which the Lender agreed to loan the Borrower $2,000,000. The Loan will consist of an initial installment of $1,000,000 on or about July 3, 2024 and a second installment of $1,000,000 on or about July 8, 2024 in accordance with the terms of the Loan Agreement. The Loan will bear annual 10% simple interest and each installment shall become due and payable no later than 90 days after the receipt of such installment by the Borrower, subject to extension at the discretion of the Lender. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without the prior written approval of the Lender. The Loan Agreement contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of all Loan obligations. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against the Borrower, breaches of any covenants or representations and warranties by the Borrower in any material respect, failure to make payments under the Loan Agreement when due, and if the Company replaces its current Chief Executive Officer with another appointee without the express written confirmation of the Lender. About Orgenesis Headquartered in Germantown, MD, Orgenesis, Inc. -- http://www.orgenesis.com-- is a global biotech company working to unlock the potential of cell and gene therapies ("CGTs") in an affordable and accessible format. CGTs can be centered on autologous (using the patient's own cells) or allogenic (using master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products ("ATMPs"). The Company is mostly focused on autologous therapies that can be manufactured under processes and systems that are developed for each therapy using a closed and automated approach that is validated for compliant production near the patient for treatment of the patient at the point of care ("POCare"). This approach has the potential to overcome the limitations of traditional commercial manufacturing methods that do not translate well to commercial production of advanced therapies due to their cost prohibitive nature and complex logistics to deliver such treatments to patients (ultimately limiting the number of patients that can have access to, or can afford, these therapies). Haifa, Israel-based Kesselman & Kesselman, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has incurred cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. PACKABLE HOLDINGS: Panel May Amend Clawback Suit v Natures Bounty ----------------------------------------------------------------- Judge Craig T. Goldblatt of the United States Bankruptcy Court for the District of Delaware granted the Official Committee of Unsecured Creditors of Pack Liquidating LLC, et al.'s motion for leave to amend its complaint against The Nature's Bounty Co. seeking to avoid and recover alleged transfers under Secs. 547, 548 and 550 of the Bankruptcy Code. The debtors operated an e-commerce business. They filed these bankruptcy cases on August 28, 2022. In May 2023, the Court approved a stipulation that authorized the Committee to investigate, assert, and settle chapter 5 causes of action on behalf of the debtors' bankruptcy estates. The original complaint, filed in September 2023, sought to avoid and recover approximately $1.675 million in transfers that the debtors had allegedly made to Nature's Bounty in the 90-day period before the bankruptcy filing. In April 2024, the Committee moved for leave to amend its complaint. The amended complaint added a claim to avoid and recover an additional $500,000, which had allegedly been paid before the preference period but applied to particular invoices within the preference period. Nature's Bounty opposes the motion for leave to amend the complaint, arguing that amendment would be futile because the $500,000 was transferred outside the preference period. Nature's Bounty's opposition also argues that the motion for leave to amend should be denied because the Committee failed to conduct adequate diligence before filing the complaint, as Sec. 547(b) requires. Judge Goldblatt says there are two fairly straightforward reasons why that argument is essentially irrelevant to the motion for leave to amend. First, for the purposes of the motion for leave to amend, the question is only whether the complaint adequately alleges that the Committee conducted appropriate diligence. Second, the diligence obligation imposed by Sec. 547(b) is limited to the defenses that may be available to the defendant. According to the Court, because the alleged failure of diligence in this case relates to an affirmative element of the transfer claim (whether the transfer occurred within the preference period) and not one of the defenses set out in Sec. 547(b), the diligence requirement does not even apply to this circumstance. The Court is not conducting an evidentiary proceeding on the Committee's diligence. It takes the allegations in the complaint as true. And the diligence requirement is not even applicable to the Committee's satisfaction of the elements of a preference, only potential defenses, the Court notes. The principal issue raised by the motion for leave to amend is whether amendment is futile. The claim for futility is based on Nature's Bounty's argument that, even accepting the allegations as true, there is no avoidable transfer with respect to the $500,000. The reason, Nature's Bounty argues, is that those funds were transferred to it from the debtors before the beginning of the preference period, and thus are not avoidable. The facts, as alleged, are that the overpayment of $500,000 was made on February 25, 2022. And paragraph 33 of the amended complaint states Nature's Bounty applied those funds against other unpaid invoices during the preference period, which was from May 30, 2022 until August 28, 2022, the Court states. As the Supreme Court explained in Barnhill, the Bankruptcy Code defines the term "transfer" to mean "each mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with . . . property[] or . . . an interest in property." While the construction of that statute is a question of federal law, because it refers to "property" and "interests in property," under the principle of Butner, one must look to state law to determine how and when interests in property are conveyed. The Barnhill Court accordingly turned to the Uniform Commercial Code to determine when the funds in that case were legally transferred from the debtor to the creditor. Relying on those state law provisions, the Court concluded that "no transfer of any part of the debtor's claim against the bank occurred until the bank honored the check." The Court concludes the transfer of the funds did not occur until Nature's Bounty applied the funds. The Court will thus grant the motion for leave to amend. A copy of the Court's decision dated July 16, 2024, is available at https://urlcurt.com/u?l=YYXcZ4 About Packable Holdings Packable Holdings, LLC, now known as Pack Liquidating, LLC, is a multi-marketplace e-commerce enablement platform. Packable Holdings and five affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10797) on Aug. 29, 2022. In the petition filed by its chief legal officer, Maria Harris, Packable Holdings reported between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Cooley LLP and Potter Anderson & Corroon, LLP as legal counsels; Alvarez and Marsal North America, LLC as financial advisor; and Hilco Merchant Resources, LLC as liquidation agent. Epiq Corporate Restructuring, LLC is the claims agent. On Sept. 13, 2022, the U.S. Trustee for Region 3 appointed the official committee of unsecured creditors in the Debtors' cases. The committee selected Kelley Drye & Warren, LLP and A.M. Saccullo Legal, LLC as bankruptcy counsel; ASK, LLP as special litigation counsel; and Dundon Advisers, LLC as financial advisor. JPMorgan Chase Bank, N.A., as administrative agent, is represented by Richards, Layton & Finger, P.A. and Morgan, Lewis & Bockius LLP. PARAMETRIC SOLUTIONS: Amends NRNS Acquisition Claims Pay Details ---------------------------------------------------------------- Parametric Solutions, Inc., submitted a Third Amended Disclosure Statement describing Plan of Reorganization dated July 2, 2024. The Debtor believes that the Plan of Reorganization provides the best value for the creditors' claims and is in their best interest. The Debtor believes that the risk of non-payment of the percentage distribution to the unsecured creditors in the Chapter 11 is greatly outweighed by the more substantial risk of nonpayment should this Bankruptcy be converted to a Chapter 7 Liquidation, wherein the unsecured creditors would receive a distribution of 0%. Class Five consists of the claim of NRNS Acquisition Reynolds, LLC. This claim is filed by the landlord for past due CAM for a period of 2018-2022 in the amount of $211,986.27 due to a CAM reconciliation review. The current deadline for the Debtor to assume or reject the Lease is the confirmation hearing date. As set forth within this Plan, the Debtor shall assume the Lease Agreement dated May 1, 2017, as amended by the First Amendment to Lease dated August 11, 2017 and the Second Amendment to Lease dated March 23, 2023 upon confirmation. The past due CAM for the period 2018-2022 is addressed in the Renewed Lease which will go into effect on August 1, 2024, except for the 2021 past due CAM in the amount of $56,931.55. The 2021 past due CAM shall be paid through the plan over a 12-month period beginning on the Effective Date in the amount of $4,744.26 per month. This claim is impaired. Like in the prior iteration of the Plan, general unsecured claims in Class Seven prior to the filing of any objections total the amount of $2,798,587.52, which will be paid over the 5-year term of the Plan at the rate of $1,000.00 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. Class Eight consists of Equity Interest Holders. There shall be no distribution to the equity holders of the Debtor's under the confirmed Plan and no dividends to this class of claimants. The equity members shall retain their currently held equity interest in the Debtor. In support of retaining their equity interest, each shareholder has contributed significant new value to the Debtor. Specifically, upon the filing of the case, each shareholder voluntarily reduced their salary from $325,000.00 annually to $247,500.00. In April 2024, each shareholder further reduced their salary to $147,500.00 annually. The Debtor shall continue to be managed by the current management team of David Olsen, David Cusano, Joel Haas, Daryl Michaelian and Gary Prus, who are also the shareholders. A full-text copy of the Third Amended Disclosure Statement dated July 2, 2024 is available at https://urlcurt.com/u?l=1CdGoH from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com About Parametric Solutions Parametric Solutions, Inc., provides architectural, engineering, and related services. Parametric Solutions sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on Aug. 3, 2023. In the petition signed by David Cusano, director, the Debtor disclosed $6,147,0861 in assets and $5,597,168 in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, is the Debtor's legal counsel. PAREXEL INTERNATIONAL: S&P Assigns 'B' Rating on New Term Loan B ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Parexel International Inc.'s proposed $3.236 billion term loan B due in 2028. The '3' recovery rating indicates our expectation for average (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The new term loan is effectively a repricing of the company's existing term loan B. S&P's 'B' long-term issuer credit rating and stable outlook on parent Parexel Midco Inc. reflects the company's position as one of the leading contract research organizations. Parexel can provide its services to large pharmaceutical clients and biotech firms, given its range of services and global reach. In general, we expect increased outsourcing and trial complexity will be industry tailwinds. Biotech funding volatility has been a source of recent weakness, but that appears to be recovering. Customer concentration and cancellation risk are credit considerations as they are for most of Parexel's competitors. Its top five clients account for 44% of revenue. Large pharma client concentration and insourcing risk limit pricing flexibility. Parexel mitigates this by working on multiple studies or providing multiple services to a single client. S&P expects EBITDA margins in the 15%-16% range over the next few years, an improvement that still its peers. Debt to EBITDA would remain high in the 4.5x-5.5x range in 2024 through 2025 given financial sponsor ownership, although it expects free cash flow improvement to approximately 5%-6% of debt this year. PARKERVISION INC: Extends Maturity of GEM Convertible Notes ----------------------------------------------------------- ParkerVision, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 8, 2024, the Company amended three convertible promissory notes held by GEM, LP. The three amended notes include: 1. a July 18, 2019 note with a face value of $500,000, an interest rate of 7.5% per annum, and an original maturity date of July 18, 2024, 2. a January 8, 2020 note with a face value of $400,000, an interest rate of 8% per annum, and a maturity date of January 8, 2025, and 3. a January 11, 2023 note with a face value of $500,000, an interest rate of 9% per annum, and a maturity date of January 11, 2028, collectively, the "GEM Notes." The amendment to the 2019 Note extended the maturity date to December 1, 2024. The 2019 Note amendment provides for an automatic extension of the maturity date to July 18, 2025, provided that the holder does not revoke the extension option in writing at least 110 trading days prior to the December 1, 2024 maturity date. Thereafter, the 2019 Note provides for up to 10 automatic one-year extensions of the then applicable maturity date, provided the holder does not revoke the option in writing at least ten (10) trading days prior to the then applicable maturity date. The amendment to the 2019 Note provides for continued interest payments at the original stated interest rate during any automatic extension periods until maturity. The amendments to the 2020 Note and the 2023 Note each provide for up to 10 one-year automatic extensions of the original maturity dates, at the original stated interest rates, provided the holder does not revoke the extension option in writing at least 10 trading days prior to the then applicable maturity date. In addition, the amendment to the 2023 Note provides for a reduction in the conversion price from $0.16 to $0.11. Each of the amendments to the GEM Notes provide the holder the option to increase the Maximum Ownership Percentage, as defined in the GEM Notes, up to 19.99%; provided that such increase shall not take place until 61 days following the date the holder makes such request. In addition, on July 9, 2024, the Company executed an amendment to a convertible promissory note dated July 15, 2024 held by an accredited investor. The note has a face value of $50,000 and an original maturity date of July 15, 2024. The amendment provides for an extension of the maturity date to January 15, 2026 and a continuation of quarterly interest payments at a rate of 8% per annum. All other terms of the note, including the $0.10 conversion price, remain unchanged. About ParkerVision Jacksonville, Fla.-based ParkerVision, Inc., and its wholly-owned German subsidiary, ParkerVision GmbH is in the business of innovating fundamental wireless hardware technologies and products. The Company has designed and developed proprietary RF technologies and integrated circuits based on those technologies, and the Company licenses its technologies to others for use in wireless communication products. As of March 31, 2024, the Company had $3.1 million in total assets, $43.2 million in total liabilities, and total stockholders' deficit of $40 million. Fort Lauderdale, Fla.-based MSL, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company's current resources are not sufficient to meet their liquidity needs for the next 12 months, the Company has historically suffered recurring losses from operations, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. PARLEMENT TECH: Judge Won't Halt Matze Case, Cites Purdue Ruling ---------------------------------------------------------------- Judge Craig T. Goldblatt of the United States Bankruptcy Court for the District of Delaware denied Parlement Technologies, Inc.'s motion for a preliminary injunction to stay the lawsuit filed by John Matze, the company's former executive, in Nevada state court against a number of the Company's former officers. The debtor seeks a temporary stay of the action against its former officers. Mr. Matze opposes the motion. The debtor once operated a conservative social media site, known as Parler. In March 2021, Matze filed a nine-count complaint in Nevada state court against the debtor and certain of its owners and former executives. The complaint alleges the Parler app was suspended from Apple's App Store because the company had not taken sufficient steps to prevent the app from being used to incite violence, including the U.S. Capitol attack that took place on January 6, 2021 in Washington, D.C. The complaint further asserted that there was a scheme among the defendants to oust Matze and deprive him of his stake in the company. That scheme, the complaint alleges, arose out of Matze's "objections to allowing violent extremists to abuse Parler's platform." The complaint asserts claims for breaches of contract, conversion, conspiracy, and tortious discharge, among other counts. Several of the individual defendants have cross-claimed against the debtor, seeking indemnification. The debtor filed this bankruptcy case in April 2024. The filing of the bankruptcy operated to stay the Nevada Action against the debtor, but not as against the other defendants. On June 14, 2024, the debtor sought "to extend the automatic stay" to its co-defendants in the Nevada litigation until August 30. The debtor asserts a preliminary injunction is appropriate primarily because, by virtue of the debtor's asserted obligation to indemnify the other defendants, the action is in substance a claim against the debtor. The debtor further argues that even though the case may not go forward as to it, because the automatic stay does not prevent it from being subject to discovery, having the case go forward against the other parties would impose expense on the bankruptcy estate and prejudice the bankruptcy case. Matze objected to such extension. The Court held a hearing on the motion on July 11, 2024. The parties stipulated to the admission into evidence of various pleadings. According to Judge Goldblatt, the Supreme Court recently held in Purdue Pharma that non-debtors may not receive permanent injunctive relief in the form of a third-party release, under a plan of reorganization, even when a bankruptcy court finds that the release is necessary to facilitate the debtor's reorganization. That holding raises the question whether courts may grant third parties the protection of a preliminary injunction. The Court concludes that Purdue Pharma does not preclude the entry of such a preliminary injunction but does affect how courts should consider what is meant by "likelihood of success on the merits" when applying the traditional four-factor test applicable to requests for preliminary injunctions. According to the Court, following Purdue Pharma, "success on the merits" cannot be based on the likelihood that the non-debtor would be entitled to a non-consensual third-party release through the plan process. But a preliminary injunction may still be granted if the Court concludes that (a) providing the debtor's management a breathing spell from the distraction of other litigation is necessary to permit the debtor to focus on the reorganization of its business or (b) because it believes the parties may ultimately be able to negotiate a plan that includes a consensual resolution of the claims against the non-debtors. Both of those outcomes may be viewed as "success on the merits" for this purpose. Granting a preliminary injunction based on a finding that the debtor is likely to succeed in this sense -- which is how bankruptcy courts that have entered such preliminary injunctions have typically described the basis for doing so -- does not depend at all on the principle rejected by Purdue Pharma that a bankruptcy court may grant a non-consensual third-party release, the Court states. Nevertheless, the party seeking a preliminary injunction still bears the burden of demonstrating its entitlement to that relief, the Court notes. Based on the record presented at the hearing on the debtor's motion, the Court concludes the debtor has not met its burden: The debtor has not demonstrated that staying the Nevada Action is critical to the success of the bankruptcy case, that it will likely succeed on the merits, or that it will suffer irreparable injury absent the injunction. A copy of the Court's decision dated July 15, 2024, is available at https://urlcurt.com/u?l=jvVTdC About Parlement Technologies Parlement Technologies, Inc. is a technology services company in Nashville, Tenn., serving businesses and organizations of all sizes. The Debtor filed Chapter 11 petition (Bankr. D. Del. Lead Case No. 24-10755) on April 15, 2024, with $10 million to $50 million in both assets and liabilities. Craig Jalbert, chief restructuring officer, signed the petition. Judge Craig T. Goldblatt oversees the case. The Debtor tapped Bielli & Klauder as bankruptcy counsel. PERASO INC: Registers $50 Million in Unsold Securities ------------------------------------------------------ Peraso Inc. filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register an aggregate of $50,000,000 of unsold securities previously registered under its prior registration statement on Form S-3 (File No. 333-258386), originally filed on August 2, 2021 and declared effective on August 9, 2021. The Company said, "We may offer from time to time to sell the securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of any such offering." "The securities we offer will have an aggregate public offering price of up to $50,000,000. The securities may be offered separately or together in any combination and as separate series." "We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement." "Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol "PRSO." The last reported sales price of our shares of common stock on July 11, 2024 was $1.53 per share." "As of the date of the prospectus, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $4,039,095, which was calculated based on 2,622,789 shares of our common stock outstanding held by non-affiliates as of June 30, 2024 and at a price of $1.54 per share, the price at which our common stock was last sold on the Nasdaq Capital Market on July 10, 2024. We have sold approximately $24,970 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million." A full-text copy of the Company's registration statement is available at: https://tinyurl.com/ms29bcn8 About Peraso Headquartered in San Jose, California, Peraso Inc. is a fabless semiconductor company focused on the development and sale of: i) millimeter wavelength wireless technology, or mmWave, semiconductor devices and antenna modules based on its proprietary semiconductor devices and ii) performance of non-recurring engineering, or NRE, services and licensing of intellectual property, or IP. The Company's primary focus is the development of mmWave, which is generally described as the frequency band from 24 Gigahertz, or GHz, to 300 GHz. The Company's mmWave products enable a range of applications including: multi-gigabit point-to-point, or PtP, wireless links with a range of up to 25 kilometers and operating in the 60 GHz frequency band; multi-gigabit point-to-multi-point, or PtMP, links in the 60 GHz frequency band used to provide fixed wireless access, or FWA, services; FWA in the 5G operating bands from 24 GHz to 43 GHz to provide multi-gigabit capability and low latency connections; military communications; and consumer applications, such as high performance wireless video streaming and untethered augmented reality and virtual reality. The Company also has a line of memory denominated integrated circuits, or ICs, for high-speed cloud networking, communications, security appliance, video, monitor and test, data center and computing markets that deliver time-to-market, performance, power, area and economic benefits for system original equipment manufacturers, or OEMs. The Company incurred a net loss of $16.8 million for the year ended December 31, 2023. As of March 31, 2024, the Company had $11.5 million in total assets, $4.8 million in total liabilities, and total stockholders' equity of $6.7 million. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2024, citing that during the year ended Dec. 31, 2023, the Company incurred a net loss and utilized cash in operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PERICH AESTHETICS: Kathleen DiSanto Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at Bush Ross, P.A., as Subchapter V trustee for Perich Aesthetics, LLC. Ms. DiSanto will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. DiSanto declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kathleen L. DiSanto, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 Phone: (813) 224-9255 Fax: (813) 223-9620 Email: disanto.trustee@bushross.com About Perich Aesthetics Perich Aesthetics, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03812) on July 8, 2024, with $500,001 to $1 million in assets and liabilities. Judge Catherine Peek Mcewen presides over the case. Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A. represents the Debtor as legal counsel. POLAR POWER: Expects Up to $5 Million in Q2 2024 Revenues --------------------------------------------------------- Polar Power, Inc. announced that it expects to report revenues between $4.5 million and $5 million for the second quarter of 2024, and a backlog of approximately $5.5 million for the quarter end. Additionally, the Company has received approximately $2.9 million in Tax refunds and Employee Retention Credits payments applied for in prior years. Arthur Sams, CEO of Polar Power, commented, "We are encouraged by the sequential improvements in our business, as evidenced both in the growth in our Q2 revenues and backlog. Of the backlog, approximately 62% is attributable to telecom customers and partners around the globe. We continue to actively pursue opportunities to diversify our revenue mix through new channels and to new markets, such as homes and apartment buildings, electric vehicles and drones, greenhouses, pools, and more, for clean fuel and solar hybrid DC power generation. "The nearly $3 million in ERC funding and tax refund payments that we've received strengthens our balance sheet and enables us to fund our growth plans and implement efficiencies on the shop floor. We are certainly grateful to Congresswoman Nanette Diaz Barragan, who visited our facility in June, has been a tremendous supporter for us within the community, and played a significant role with expediting the long overdue funds. We are proud to be a California-based business, working on technology that is good for California, the rest of the country, and the planet, as we develop technologies that deliver high-efficiency and cost-effective DC power-generation products to alleviate the strain on the utility grid, and provide secure, safe, and reliable electricity." Polar Power expects to file its quarterly report on form 10-Q and announce its full second quarter of 2024 results before August 15, 2024. About Polar Power Gardena, Calif.-based Polar Power, Inc. designs, manufactures and sells direct current, or DC, power systems to supply reliable and low-cost energy to off-grid, bad-grid and backup power, electric vehicle charging, and nano-grid applications. As of December 31, 2023, the Company had $25.3 million in total assets, $12 million in total liabilities, and $13.2 in total stockholders' equity. Los Angeles, California-based Weinberg & Company, P.A, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that during the year ended December 31, 2023, the Company incurred a net loss and utilized cash in operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROS HOLDINGS: Carlos Dominguez Steps Down as Director ------------------------------------------------------ PROS Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Carlos Dominguez resigned from the Board of Directors of the Company effective July 12, 2024, due to personal health reasons. Mr. Dominguez's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. QUANTUM CORP: Amends Loan Agreements With Blue Torch, PNC Bank -------------------------------------------------------------- Quantum Corporation 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 Term Loan Credit and Security Agreement, dated as of August 5, 2021, among the Company, Quantum LTO Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and Blue Torch Finance LLC, as disbursing agent and collateral agent for such lenders. The Term Loan Amendment, among other things: (i) amends the Term Loan Credit Agreement such that the total net leverage ratio financial covenant is not tested for the fiscal quarter ended June 30, 2024 until July 31, 2024, and (ii) provides for the Company to pay certain fees and expenses to the administrative agent for the benefit of the lenders. Similarly, on July 11, 2024, the Company entered into an amendment to the Amended and Restated Revolving Credit and Security Agreement, dated as of December 27, 2018, among the Company, Quantum LTO, the other borrowers and guarantors from time to time party thereto, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent and collateral agent for such lenders. The Revolver Amendment, among other things: (i) extends the date by which the Company is required to enter into a subsequent amendment to the Revolving Credit Agreement until July 31, 2024, and (ii) provides for the Company to pay certain fees and expenses to the administrative agent for the benefit of the lenders. In connection with the Term Loan Amendment, on July 11, 2024, the Company issued to the lenders of the term loan under the Term Loan Credit Agreement warrants to purchase an aggregate of 1,000,000 shares of the Company's common stock, at an agreed purchase price. The exercise price and the number of shares underlying the 2024 Term Loan Warrants are subject to adjustment in the event of specified events, including dilutive issuances at a price lower than the exercise price of the 2024 Term Loan Warrants, a subdivision or combination of the Common Stock, a reclassification of the Common Stock or specified dividend payments. Upon exercise, the aggregate exercise price may be paid, at each warrant holder's election, in cash or on a net issuance basis, based upon the fair market value of the Common Stock at the time of exercise. The issuance of the 2024 Term Loan Warrants and any shares of Common Stock issuable thereunder are exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) the Securities Act of 1933, as amended, and Regulation D under the Securities Act. The 2024 Term Loan Warrants and any shares of Common Stock issuable thereunder, were not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering streaming for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. As of March 31, 2024, the Company had $187.6 million in total assets, $309.1 million in total liabilities, and $121.5 million in total stockholders' deficit. Henderson, Nev.-based Grant Thornton LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated June 28, 2024, citing that as of March 31, 2024, the Company was in default of certain debt covenants of its term debt and credit facility and obtained a waiver from its lenders. All defaults existing at March 31, 2024 were waived by the lenders through July 2024. The Company believes it is probable that it will be in violation certain debt covenants at the next testing date of July 2024. The Company's plan, contemplates the Company obtaining additional covenant waivers or refinancing the existing term debt and credit facility. Additionally, the Company is evaluating strategies to obtain the additional funding, including potential asset sales. In the event the Company is unable to obtain an extension of the waiver additional funding will be required to pay the amount due on the revolver and term loan. However, the Company may be unable to obtain an extension of the waiver or obtain additional funding. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. The Company's ability to achieve this plan is uncertain and raises substantial doubt about its ability to continue as a going concern. QURATE RETAIL: To Host Second Quarter Conference Call on Aug. 8 --------------------------------------------------------------- Qurate Retail, Inc. will host a conference call to discuss results for the second quarter of 2024 on Thursday, August 8th at 8:30 a.m. E.T. Before the open of market trading that day, Qurate Retail will issue a press release reporting such results, which can be found at https://www.qurateretail.com/investors/news-events/press-releases. The press release and conference call may discuss Qurate Retail's financial performance and outlook, as well as other forward looking matters. Please call InComm Conferencing at (877) 704-4234 or +1 (215) 268-9904, confirmation code 13742824, at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature. In addition, the conference call will be broadcast live via the Internet. All interested participants should visit the Qurate Retail website at https://www.qurateretail.com/investors/news-events/ir-calendar to register for the webcast. Links to the press release and replay of the call will also be available on the Qurate Retail website. The conference call will be archived on the website after appropriate filings have been made with the SEC. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. Qurate has six leading retail brands - QVC, HSN, Ballard Designs, Frontgate, Garnet Hill and Grandin Road. Qurate Retail Group is the largest player in video commerce, which includes video-driven shopping across linear TV, ecommerce sites, digital streaming and social platforms. The retailer reaches more than 200 million homes worldwide via 15 television channels, which are widely available on cable/satellite TV, free over-the-air TV, and digital livestreaming TV. The retailer also reaches millions of customers via its QVC+ and HSN+ streaming experience, websites, mobile apps, social pages, print catalogs, and in-store destinations. Qurate Retail, Inc. also holds various minority interests. As of March 31, 2024, the Company has $10.98 billion in total assets, $10.63 billion in total liabilities, and $351 million in total stockholders' equity. Qurate Retail disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 10, 2024, it received written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share, has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on April 22, 2024, S&P Global Ratings revised its outlook to stable from negative and affirmed all its ratings on U.S.-based video commerce and online retailer Qurate Retail Inc., including its 'CCC+' issuer credit rating. The stable outlook reflects S&P's expectation that Qurate will maintain sufficient liquidity over the next 12 months despite its view its capital structure remains unsustainable, as further cost reductions offset sales weakness and support profit recovery. R.R. DONNELLEY: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook on RR Donnelley Inc. (RRD) to negative from stable and affirmed the 'B' issuer credit rating. At the same time, S&P affirmed its 'BB-' issue level ratings on the asset-based revolver and its 'B-' issue-level ratings on the unsecured notes. The recovery ratings remain '1' and '5', respectively. S&P also assigned its 'B' issue-level and '3' recovery ratings to the company's proposed $800 million term loan B and $1.5 billion senior secured notes. The negative outlook reflects RRD's weaker cash flow metrics due to incremental debt issuance from the Valassis acquisition and the execution risks associated with integrating and realizing synergies, which could keep FOCF to debt below 5% on a sustained basis. The outlook also reflects the secular pressures that continue to impact the major print segments of RRD. The Valassis acquisition is modestly leveraging because RRD plans to issue incremental $1 billion debt to fund the transaction. RRD is purchasing Valassis from Vericast for approximately $1.3 billion. Pro forma for the Valassis acquisition, RRD's adjusted leverage will remain in the 6x area and FOCF to debt will be about 2% in 2024 and 4% in 2025, below the 5% threshold for the current 'B' issue-level ratings. The transaction will comprise a new $800 million first-lien term loan B and $1.5 billion senior secured notes, both due in 2029. As part of the transaction, the company plans to repay its existing $973 million term loan B and $312 million in junior lien notes due in 2027 and 2028. RRD's major print segment is exposed to secular pressure, although overall revenue will benefit from strength in other segments. The operational print and marketing segment (about 50% of 2024 pro forma revenue) is exposed to secular pressures and external factors (e.g., postage increases) that can constrain customer spending, and, in turn, the combined company's pro forma revenue. Offsetting this pressured segment is growth in the labels, packaging, and supply chain segment and the go creative services segment. These two segments, along with the Valassis' digital business provide RRD the ability to maintain flat to modestly positive revenue growth. However, in S&P's view, the large exposure to the secularly challenged segment and vulnerability to external macroeconomic conditions outside RDD's control creates execution risk in improving its credit metrics to levels consistent with a 'B' rating. This uncertainty and execution risk with respect to improving FOCF to debt above 5% on a sustained basis is a key factor in the negative outlook. RRD has demonstrated a good track record of executing on planned synergies since its take-private transaction in 2022. The company expects to recognize about $40 million of cost synergies over the next two years, which would bring pro forma FOCF/debt to just about 5% by 2025. RRD's adjusted EBITDA margin has grown about 200 basis points from a combination of cost-related actions and the sale of lower-margin businesses. S&P said, "In addition to cost savings, the company has also utilized the proceeds from asset sales to repay existing debt, including redeeming its payment-in-kind (PIK) notes, which we consider as debt and add to our adjusted leverage calculations. We expect the company will be able to realize a significant portion of its planned synergies from the acquisition. The company's ability to realize synergies, execute its integration plan, and improve the Valassis business are key to its ability to generate FOCF/debt above 5% by 2025 and will be key to our resolution of the outlook revision." The negative outlook reflects RRD's weaker cash flow metrics due to incremental debt issuance from the Valassis acquisition and the execution risks associated with integrating and realizing synergies which could keep free operating FOCF to debt below 5% on a sustained basis. The outlook also reflects the secular pressures that continue to strain RRD's major print segments RRD. S&P could lower its issuer credit rating if it expects RRD's FOCF to debt will remain below 5%. This could happen if: -- The company is unable to execute on planned synergies from the acquisition; and/or -- The company's performance is weaker than expected due to secular pressures and/or macroeconomic conditions. S&P could revise the outlook to stable if it expects FOCF to debt to be at or above 5% on a sustained basis. This could occur if the company: -- Successfully realizes the planned synergies; and/or -- Maintains revenue growth of at least 2%-3% annually while maintaining S&P Global Ratings-adjusted EBITDA margins of about 12% RELIABLE ROADSIDE: Lawrence Katz Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Lawrence Katz of Hirschler Fleischer, PC as Subchapter V trustee for Reliable Roadside Services, Inc. Mr. Katz will be paid an hourly fee of $625 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Katz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lawrence A. Katz Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons Corner, VA 22102-4940 Phone: (703) 584-8901 Email: LKatz@hirschlerlaw.com About Reliable Roadside Services Reliable Roadside Services, Inc. is a towing service provider in Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-15728) on July 9, 2024, with $358,038 in assets and $1,188,351 in liabilities. Jasvir Singh, president, signed the petition. Judge David E. Rice presides over the case. Michael P. Coyle, Esq., at The Coyle Law Group represents the Debtor as bankruptcy counsel. RISKON INTERNATIONAL: Delays Filing of FY 2024 Annual Report ------------------------------------------------------------ RiskOn International, Inc. has filed with the Securities and Exchange Commission a Form 12b-25 with respect to the delay in the filing of its Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-K has imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Company. The Company expects to report $0.3 million of revenue for the fiscal year ended March 31, 2024 ("FY 2024") and had no revenue in fiscal year ended March 31, 2023 ("FY 2023") as the Company commenced operations of BitNile.com, Inc., RiskOn360, Inc. and GuyCare, Inc. in March 2023, November 2023 and January 2024, respectively. Gross loss is expected to be $2 million in FY 2024 compared to $0 in FY 2023. Cost of revenues for FY 2024 is estimated to be approximately $2 compared to $0 in 2023. In FY 2024, the Company expects its operating loss to increase by $31 million, from $6 million in FY 2023. The increase from the prior year is primarily related to the estimated increase of higher selling, general and administration expense, impairment loss on intangible assets, coupled with salaries, wages and benefits and gross loss increases of $22 million, $4 million, $3 million and $2 million, respectively. The increase in selling, general and administrative expense was mainly driven by increased marketing, advertising and event sponsorship of $17 million, Metaverse platform hosting fees of $4 million and capital raising costs of $1 million. The impairment increase of $4 million is primarily due to its tradename intangible asset being impaired due to a decrease in expected cashflows and the increase in salaries, wages and benefits of $3 million which resulted from increased headcount, related payroll expenses and employee benefits. The Company estimates its loss from continuing operations FY 2024 will be $25 million compared to $34 million in FY 2023. The expected decrease of $9 million is primarily due the loss on acquisition of BNC of $55 million, the change in fair value of the White River Energy Corp investment of $21 million in FY 2023 and the gain in FY 2024 on conversion of notes and White River shares of $3 million, partially offset by the increase in operating loss of $31 million, the change in fair value of derivative liabilities and derivative income of $23 million, the White River Energy Corp share transfer expense of $8 million, the amortization of discounts of $6 million and the loss on redemption of Series A preferred stock of $2 million in FY 2024. About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. "As of December 31, 2023, we had $101,487 in cash and cash equivalents. We believe that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and we need to raise capital to support our operations, raising substantial doubt about our ability to continue as a going concern. We acquired BitNile.com in March 2023, which has generated nominal revenue as of December 31, 2023," said RiskOn in its Quarterly Report for the period ended Dec. 31, 2023. ROCKVILLE DIOCESE: Dismissal of Sex Abuse Victims' Claims Affirmed ------------------------------------------------------------------ Judge J. Paul Oetken of the United States District Court for the Southern District of New York affirmed the decision of Chief U.S. Bankruptcy Judge Martin Glenn dismissing claims by certain sex abuse victims against the Roman Catholic Diocese of Rockville Centre, New York, for failure to state a claim under the federal pleading standard. Claimants are individuals who allege that clergy and staff at religious institutions located within the Debtor's diocesan territory sexually abused them as children. Claimants argue that the bankruptcy court improperly applied the federal pleading standard as well as substantive principles of New York agency law. Claimants also contend that the First Amendment does not foreclose their arguments concerning the Bishop's control of Catholic organizations and clergy operating within the Diocese's territory and that the bankruptcy court disregarded certain factual issues related to the Diocese's control over the alleged abusers. None of these arguments provides grounds for reversal, the Court holds. According to Judge Oetken, the bankruptcy court properly applied the federal pleading standard in determining that Claimants' factual allegations were legally insufficient to state a plausible claim for relief. But Claimants contend the bankruptcy court misapplied the Twombly-Iqbal standard by "demanding hard proof and evidence" supporting their claims. Not so. The bankruptcy court carefully reviewed the factual allegations and properly determined that they were conclusory and therefore legally insufficient, Judge Oetken finds. None of Claimants' allegations contains sufficient factual content to "nudge[] their claims across the line from conceivable to plausible." According to Judge Oetken, Claimants offer no non-conclusory allegations to support a theory of liability based on the Debtor's relationships with either the alleged abusers or the religious institutions where the abuse occurred, according to Judge Oetken. The court correctly determined that the allegations were merely conclusory recitals of the legal relationships Claimants seek to establish and failed to provide any factual heft, Judge Oetken states. The court's conclusion is entirely consistent with the federal pleading standard, under which "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." The bankruptcy court also properly applied the substantive principles of New York agency law, Judge Oetken holds. To determine whether a claim is allowable by law, bankruptcy courts look to "applicable nonbankruptcy law." Under New York law, a defendant cannot be held liable for tortious conduct by individuals absent "the authority to supervise or control" them. Accordingly, to adequately assert state law tort claims, Claimants must plead that the Debtor had some control over the abusers or the religious institutions where the abuse occurred. In other words, Claimants were required to plead the existence of an employment or agency relationship between the Diocese and the alleged abusers, or an agency relationship between the Diocese and the religious institutions. The bankruptcy court properly determined that Claimants offered no non-conclusory allegations to support either theory of liability, Judge Oetken finds. At best, the factual allegations, which describe the Diocese's involvement in decision-making and coordination of certain activities with Catholic institutions in its territory, plausibly support the existence of a close working relationship between the Debtor and those institutions. But the allegations are insufficient to plausibly allege an agency relationship, which under state law requires the agent to have the "power to alter legal relations between the principal and third persons", the Court states. Claimants argue the bankruptcy court erred by focusing its inquiry on the Debtor's actual exercise of control rather than its right to control the religious institutions at issue. Claimants have not alleged that the Diocese hired any of the alleged abusers in the first instance, and thus the Second Circuit's test to distinguish employees from independent contractors is not the appropriate inquiry. Based on the applicable New York agency law, Claimants do not plausibly allege that the Diocese controlled either the alleged abusers or the institutions with which they were affiliated, the Court notes. According to Judge Oetken, the bankruptcy court properly reasoned that the resolution of the issue presented in this case -- the existence of employment or agency relationships -- does not, however, depend upon any interpretation of Canon Law that would violate the First Amendment. In this case, Claimants fail to state a claim because the allegation that the Diocese revoked the faculties of one abuser accused in connection with a claim that is not at issue in this appeal is insufficient to plausibly allege that the specific abusers at issue here were employees or agents of the Diocese, or that their institutions were agencies of the Diocese, the Court notes. Claimants fail to meet the pleading standard because they do not allege facts to show that the specific abusers at issue -- and not others at the same institutions -- were agents or employees of the Debtor or that their institutions were agents of the Debtor, the Court states. A copy of the Court's decision dated July 15, 2024, is available at https://urlcurt.com/u?l=hx21Hw About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. RUDOLPH W. GIULIANI: Court Dismisses Chapter 11 Bankruptcy Case --------------------------------------------------------------- RUDOLPH W. GIULIANI: Court Dismisses Chapter 11 Bankruptcy Case Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York dismissed Rudolph W. Giulani's Chapter 11 bankruptcy case. Mr. Giuliani has operated as a debtor-in-possession since filing for Chapter 11 in late December 2023. Mr. Giuliani explained that the bankruptcy filing was precipitated by the entry of a judgment against him in litigation in the U.S. District Court for the District of Columbia brought by Ruby Freeman and Wandrea' ArShaye Moss who had worked as election workers in Georgia during the 2020 federal election. The Freeman Complaint alleges Mr. Giuliani defamed the Freeman Plaintiffs by falsely alleging they committed election fraud. The Freeman Complaint further asserts Mr. Giuliani made these statements over a period of more than 18 months despite knowing that the statements were false, resulting in significant harm to the Freeman Plaintiffs including loss of employment, threats to their physical safety, and ongoing emotional and physical distress. Approximately a year and a half after the commencement of the Freeman Litigation, the District Court issued an opinion entering a default judgment against Mr. Giuliani in the case as a discovery sanction, finding that Mr. Giuliani "refused to comply with his discovery obligations and thwarted [the Plaintiffs'] procedural rights to obtain any meaningful discovery in this case." With the imposition of the default judgment, Mr. Giuliani was found to be civilly liable for the Freeman Plaintiffs' claims of defamation, intentional infliction of emotional distress, civil conspiracy, and punitive damages. The Freeman Litigation then proceeded to trial for a determination of damages. After trial, the jury awarded the Freeman Plaintiffs some $148 million in damages, which included $75 million in punitive damages. Less than a week later, Mr. Giuliani filed this bankruptcy case. Approximately three weeks after the case was commenced, the Official Committee of Unsecured Creditors was appointed. Before the Court are two motions, both of which would end Mr. Giuliani's ability to run his Chapter 11 case as a debtor in possession but in different ways. The first is the motion of the Committee for appointment of a Chapter 11 trustee. The Trustee Motion was joined by the Freeman Plaintiffs, but it was opposed by Mr. Giuliani. The Trustee Motion was filed in late May 2024 and argued before the Court on June 17, 2024. The second motion, which was filed only after the Trustee Motion was fully briefed and argued, is the Debtor's one page Application to Convert this Chapter 11 Case to Chapter 7. The Conversion Motion was signed by Mr. Giuliani rather than his counsel and did not explain the basis for the proposed conversion. Both the Freeman Plaintiffs and the Committee oppose conversion. While both the Committee and the Freeman Plaintiffs objected to the Conversion Motion, their objections take different views on the appropriate outcome. The Committee continues to assert that appointment of a Chapter 11 trustee is in the best interests of creditors while the Freeman Plaintiffs argue that dismissal is more appropriate. The Court held a hearing on the Conversion Motion on July 10, 2024. Approximately an hour before the hearing on the Conversion Motion, Mr. Giuliani filed a Notice of the Debtor's Consent to Dismissal, together with a proposed form of order. The Consent Notice indicates Mr. Giuliani consents to the dismissal of the case or, in the alternative, seeks conversion to Chapter 7. The proposed form of order attached to the Consent Notice provides that the dismissal would be with prejudice, with Mr. Giuliani being prohibited from voluntarily filing for relief under any chapter of the Bankruptcy Code for a period of one year from the dismissal of this case. At the hearing, the Court heard argument on the best course forward for the case given the shifting landscape. The Court concludes that dismissal of this bankruptcy case with a one-year bar to refiling is in the best interests of creditors. The Court finds that cause exists to convert or dismiss the case. The record in this case reflects Mr. Giuliani's continued failure to meet his reporting obligations and provide the financial transparency required of a debtor in possession. Having found that cause exists, the decision as to whether to dismiss, convert, or appoint a Chapter 11 trustee is within the discretion of the court. As a threshold matter, the Court finds that Mr. Giuliani's case should not be converted to a Chapter 7 liquidation proceeding. Interestingly, his request to convert the case to Chapter 7 is completely inconsistent with his recent prior statements about the case, the Court states. Just two weeks prior to filing the Conversion Motion, Mr. Giuliani filed a motion seeking to extend his exclusive time to file a Chapter 11 plan of reorganization, arguing that the exclusive period should be extended because Mr. Giuliani's bankruptcy case is "complex, there exist unresolved contingencies which may have a substantial effect on a plan, and [Mr. Giuliani] is proceeding in good faith towards resolving those issues." In any event, conversion to a Chapter 7 is not in the best interest of creditors, the Court holds. Conversion is vigorously opposed by the Committee and by the Freeman Plaintiffs, both of whom correctly view it as a substantial step backwards. A newly appointed Chapter 7 trustee would need to learn the bankruptcy case from scratch, without the assistance of the Committee that would be disbanded in any Chapter 7. Moreover, a Chapter 7 liquidation proceeding is ill-equipped to maximize any value from Mr. Giuliani's ongoing business ventures, the Court notes. The Court further holds that all of the facts of the case support dismissal. The Court points out there is legitimate concern that remaining in Chapter 11 will result in administrative expenses that would erode much, if not all, of the value of the estate. In addition to unraveling Mr. Giuliani's financial circumstances, a Chapter 11 trustee would need to pursue the investigations already identified by the Committee against the Republican National Committee and Donald Trump, both of which promise to be complex matters with uncertain outcomes, according to the Court. The Court also points out an extended stay in bankruptcy may be value destructive in another way, and there is a credible risk -- acknowledged by Mr. Giuliani's counsel during argument -- that Mr. Giuliani would decide to cease any income producing activity if a Chapter 11 trustee were appointed. The Court says Mr. Giuliani's agreement to a one-year filing bar following the dismissal of this case alleviates concerns he would simply file another bankruptcy as soon as this case is dismissed, the Court states. Other factors also favor dismissal. As the Freeman Plaintiffs noted, there is no evidence of any creditors receiving preferential payments whose recovery could only be pursued in bankruptcy court. Nor is there a need for the appointment of a trustee to protect the interests of creditors given that the Freeman Plaintiffs and other litigation claimants have able counsel representing their interests. On the other hand, the Committee is legitimately concerned that dismissal would effectively create a race to the courthouse for unsecured creditors with unliquidated claims who would otherwise be treated equally during a bankruptcy with the Freeman Plaintiffs, who already possess a judgment. Given that any distribution to unsecured creditors is very far from certain, however, the Court finds the Committee's concern is outweighed by the benefits to the creditors from dismissal. According to the Court, forcing creditors to wait years while they are prevented from pursuing their rights for, at best, a modest distribution seems inequitable and ill-advised. Considering the totality of circumstances and weighing all the facts, therefore, the interests of creditors and the estate are better served by dismissal, the Court concludes. A copy of the Court's decision dated July 12, 2024, is available at https://urlcurt.com/u?l=ayWhPB About Rudy Giuliani Former New York City mayor and Donald Trump attorney Rudolph "Rudy" Giuliani filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 23-12055) in New York on Dec. 31, 2023. Mr. Giuliani filed for Chapter 11 bankruptcy less than a week after a jury ordered him to pay $146 million in damages to Fulton County election workers Ruby Freeman and Shaye Moss, who sued him for defamation. Willkie Farr & Gallagher LLP represented the election workers. In the Chapter 11 petition, Giuliani estimated less than $10 million in assets against liabilities in excess of $100 million as of the bankruptcy filing. Berger, Fischoff, Shumer, Wexler & Goodman, LLP, led by Heath S. Berger and Gary C. Fischoff, is representing Giuliani in the Chapter 11 case. SAFE & GREEN: Board OKs Grant of 125,261 RSUs to CEO ---------------------------------------------------- As previously disclosed in the Current Report on Form 8-K filed by Safe & Green Holdings Corp. on February 29, 2024, on February 27, the Board of Directors of the Company approved a 2023 annual performance bonus of $350,000 to be paid to Paul Galvin, the Company's Chief Executive Officer, in cash, equity, or a combination of cash and equity. On July 9, Mr. Galvin agreed to accept 69,960 shares of common stock of the Company as partial payment of Mr. Galvin's 2023 annual performance bonus. The Shares represent $165,805.20 of Mr. Galvin's 2023 annual performance bonus, based on the closing price of the Company's common stock on July 9. Also on July 9, 2024, the Compensation Committee of the Board approved a grant of 125,261 restricted stock units under the Company's stock incentive plan to Mr. Galvin, all of which vest in full on July 10, 2024. About Safe & Green Miami, Fla.-based Safe & Green Holdings Corp., is a modular solutions company that operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. As of December 31, 2023, the Company had $17,211,275 in total assets, $23,546,134 in total liabilities, and $6,334,859 in total stockholders' deficit. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated May 7, 2024, citing that the Company 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. SELECTIS HEALTH: Andrew Sink Quits as Director ---------------------------------------------- Selectis Health, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 11, 2024, that on June 24, 2024, Andrew Sink tendered his resignation as a member of Selectis Health, Inc.'s Board of Directors, effective June 30, 2024. There are no immediate plans to fill the vacancy caused by Mr. Sink's resignation. About Selectis Health Headquartered in Greenwood Village, Colo., Selectis Health, Inc. owns and/or operates healthcare facilities in Arkansas, Georgia, Ohio, and Oklahoma, providing a wide array of living services, speech, occupational, physical therapies, social services, and other rehabilitation and healthcare services. Selectis focuses on building strategic relationships with local communities in which its partnership can improve the quality of care for facility residents. With its focused growth strategy, Selectis intends to deepen its American Southcentral and Southeastern market presence to better serve the aging population along a full continuum of care. Costa Mesa, CA-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SEMILEDS CORP: Board Appoints Dr. Chris Chang Yu as Director ------------------------------------------------------------ SemiLEDs Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 3, 2024, the Company's Board of Directors appointed Dr. Chris Chang Yu as a director of the Company effective immediately, for a term expiring at the next annual meeting of stockholders or until his successor shall have been duly elected and qualified, or his earlier removal or resignation. Dr. Yu has also been appointed to the Audit Committee by the Board. Dr. Yu, 66, has served as a director since July 2024. Dr. Yu currently serves as the Chairman of the Board of CRS Holding Inc., Changhe Bio-Medical Science Co., Ltd, Ningkasai Science (Shanghai) Co., Ltd, Changwei System Science (Shanghai) Co., Ltd, Anpac Bio-Medical Science (Lishui) Co., Ltd, Adanced Life Therapeutics Co., Ltd and New-Herizon Bio-Medical Science Co., Ltd and as executive director of Anpac Bio-Medical Science (Shanghai) Co., Ltd, Lisui Anpac Medical Laboratory Co., 3Ltd, Shiji (Hainan) Medical Technology Co., Ltd, Shanghai Muqing Anpac Health Technology Co., Ltd, Anpac (Shanghai) Health Management Consulting Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu also currently serves as a director of Anji Cayman, serves as an executive partner of Jiaxing Changxin Enterprise Management Partnership (Limited Partnership) and Jiaxing Ningbeika Enterprise Management Partnership (Limited Partnership), and serves as a general manager of Changhe Bio-Medical Science Co., Ltd and Annadi Life Technology (Zhejiang) Co., Ltd. Dr. Yu is also a co-founder of Fresh2 Group Limited (formerly named AnPac Bio-Medical Science Co., Ltd.). Dr. Yu served as Chairman of the Board and Chief Executive Officer of Fresh2 Group from its inception in January 2010 until April 2022 and was re-appointed as Co-Chairman of the Board and Co-CEO in May 2022. He subsequently resigned as Co-Chairman of the Board of Fresh2 Group in October 2022 and resigned as Co-CEO in May 2023. Prior to founding Fresh2 Group, he co-founded Anji Microelectronics (Shanghai) Co., Ltd. in 2004. Dr. Yu served as a technical director at Semiconductor Manufacturing International Corporation from 2002 to 2004. Dr. Yu also served as a vice president of the research and development team of Cabot Microelectronics Corporation. Dr. Yu received his bachelor and master's degrees in physics from the University of Missouri Kansas-City Campus. He received his doctoral degree in physics from the Pennsylvania State University. The Board has determined that Dr. Yu should serve as a director based on his significant experience managing integrated circuit and technology companies and his experience as a CEO and director of a public company. The Board has determined that Dr. Yu qualifies as an independent director pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the rules of The Nasdaq Stock Market. With the appointment of Dr. Yu to the Audit Committee, the Company believes its Audit Committee once again meets the requirements of Nasdaq Listing Rule 5605(c)(2)(A), being comprised of three independent members. In connection with his appointment to the Board, Dr. Yu will receive the standard compensation paid by the Company to all of its non-employee directors. In connection with his appointment, Dr. Yu will enter into a standard indemnification agreement with the Company in the form previously approved by the Board. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops, manufactures and sells light emitting diode (LED) chips, LED components, LED modules and systems. The Company's products are used for general specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. The Company suffered losses from operations of $3.4 million and $3.2 million and used net cash in operating activities of $984,000 and $1.5 million for the years ended Aug. 31, 2023 and 2022, respectively. The Company said these facts and conditions raise substantial doubt about the Company's ability to continue as a going concern, even though gross profit on product sales was $1.0 million for the year ended Aug. 31, 2023 compared to $1.4 million for the year ended Aug. 31, 2022. Loss from operations for the three and six months ended Feb. 29, 2024 were $832,000 $1.7 million, respectively. Net cash used in operating activities for the six months ended Feb. 29, 2024 was $679,000. Moreover, at Feb. 29, 2024, the Company's cash and cash equivalents had decreased to $1.6 million. However, management believes that it has developed a liquidity plan that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. SEMILEDS CORP: Incurs $316K Net Loss in Third Quarter ----------------------------------------------------- SemiLEDs Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $316,000 on $1.32 million of net revenues for the three months ended May 31, 2024, compared to a net loss of $756,000 on $1.68 million of net revenues for the three months ended May 31, 2023. For the nine months ended May 31, 2024, the Company reported a net loss of $1.47 million on $3.86 million of net revenues, compared to a net loss of $1.81 million on $4.53 million of net revenues for the nine months ended May 31, 2023. As of May 31, 2024, the Company had $11.51 million in total assets, $8.75 million in total liabilities, and $2.77 million in total equity. The Company suffered losses from operations of $3.4 million and $3.2 million and used net cash in operating activities of $984,000 and $1.5 million for the years ended Aug. 31, 2023 and 2022, respectively. The Company said these facts and conditions raise substantial doubt about the Company's ability to continue as a going concern, even though gross profit on product sales was $1.0 million for the year ended Aug. 31, 2023 compared to $1.4 million for the year ended Aug. 31, 2022. Loss from operations for the three and nine months ended May 31, 2024 was $473,000 and $2.1 million, respectively. Net cash used in operating activities for the nine months ended May 31, 2024 was $570,000. Moreover, at May 31, 2024, the Company's cash and cash equivalents had decreased to $1.7 million. Management believes that it has developed a liquidity plan that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1333822/000095017024082869/leds-20240531.htm About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops, manufactures and sells light emitting diode (LED) chips, LED components, LED modules and systems. The Company's products are used for general specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SEMILEDS CORP: Schedules Annual Meeting for August 29 ----------------------------------------------------- SemiLEDs Corporation announced July 8, 2024, that the Company will hold its 2024 Annual Meeting of Stockholders on Aug. 29, 2024. All other relevant information concerning the Annual Meeting will be included in the Company's proxy materials to be distributed in connection with the Annual Meeting, which will be filed with the SEC and made available to the Company's stockholders. Because the date of the Annual Meeting is more than 30 days prior to the anniversary date of the Company's Annual Meeting of Shareholders held in 2023, the Company is providing in this Current Report on Form 8-K the due dates for submissions of qualified shareholder proposals and shareholder director nominations. To be eligible for inclusion in the proxy materials for the Annual Meeting pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals (including any additional information specified in the Bylaws) must be received by the Company's Corporate Secretary at the Company's principal executive offices no later than July 15, 2024. A stockholder proposal or director nomination (including nominations pursuant to Rule 14a-19 under the Exchange Act) outside of Rule 14a-8 under the Exchange Act and pursuant to the Bylaws must be received by the Company's Corporate Secretary at the Company's principal executive offices by July 15, 2024. Stockholder proposals and stockholder director nominations must comply with all applicable requirements set forth in the rules and regulations of the SEC, the Exchange Act, and the Company's bylaws. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops, manufactures and sells light emitting diode (LED) chips, LED components, LED modules and systems. The Company's products are used for general specialty industrial applications, including ultraviolet, or UV, curing of polymers, LED light therapy in medical/cosmetic applications, counterfeit detection, LED lighting for horticulture applications, architectural lighting and entertainment lighting. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. The Company suffered losses from operations of $3.4 million and $3.2 million and used net cash in operating activities of $984,000 and $1.5 million for the years ended Aug. 31, 2023 and 2022, respectively. The Company said these facts and conditions raise substantial doubt about the Company's ability to continue as a going concern, even though gross profit on product sales was $1.0 million for the year ended Aug. 31, 2023 compared to $1.4 million for the year ended Aug. 31, 2022. Loss from operations for the three and six months ended Feb. 29, 2024 were $832,000 $1.7 million, respectively. Net cash used in operating activities for the six months ended Feb. 29, 2024 was $679,000. Moreover, at Feb. 29, 2024, the Company's cash and cash equivalents had decreased to $1.6 million. However, management believes that it has developed a liquidity plan that, if executed successfully, should provide sufficient liquidity to meet the Company's obligations as they become due for a reasonable period of time, and allow the development of its core business. SIFCO INDUSTRIES: Peter Knapper Quits as Director ------------------------------------------------- SIFCO Industries, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 1, 2024, Mr. Peter Knapper notified the Board of Directors of the Company of his intent to resign as a member of the Board effective as of July 8, 2024, which corresponds to the date of Mr. Knapper's previously disclosed retirement as chief executive officer of the Company. The Company said Mr. Knapper's resignation from the Board does not relate to a disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company is required pursuant to its Amended and Restated Code of Regulations to have a board of directors of not less than six nor more than nine persons. The Board will be comprised of five persons following the resignation of Mr. Knapper. The Board is in the process of identifying a replacement to fill the vacancy on the Board created by Mr. Knapper's resignation in compliance with the requirements set forth in the Amended and Restated Code of Regulations. About SIFCO Industries Headquartered in Cleveland, Ohio, SIFCO Industries, Inc. -- www.sifco.com -- produces forged components for (i) turbine engines that power commercial, business and regional aircraft as well as military aircraft and armored military vehicles; (ii) airframe applications for a variety of aircraft; (iii) industrial gas and steam turbine engines for power generation units; and (iv) other commercial applications. Cleveland, Ohio-based RSM US LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has debt maturing in October 2024 and an alternate financing arrangement has yet to be executed. This raises substantial doubt about the Company's ability to continue as a going concern. "The Company has debt maturing in October 2024. As a result of this condition, there is substantial doubt about the Company's ability to continue as a going concern. The Company continues to evaluate available financial alternatives, including obtaining acceptable alternative financing. The Company cannot provide assurances that it will be successful in restructuring the existing debt obligations, obtaining capital or entering into a strategic alternative transaction which provides sufficient funding for the refinancing of its outstanding indebtedness prior to the maturity date of its obligations under the Credit Agreement," said SIFCO in its Quarterly Report for the period ended March 31, 2024. SPUDDOG FARM: Loses Bid to Invalidate WBL's Pre-Bankruptcy Loan --------------------------------------------------------------- Judge Jason A. Burgess of the United States Bankruptcy Court for the Middle District of Florida rejected an attempt by debtors Karen W. Hall and Spuddog Farm Properties LLC to invalidate the claim by their lender, WBL SPO II, LLC, and World Business Lenders, LLC, based upon allegations of Fraudulent Inducement (Count I), Intentional Misrepresentation (Count II), Negligent Misrepresentation (Count III), Recharacterization as Equity (Count IV), Equitable Subordination (Count VI), and Objection to Claim (Count VIII). Karen Hall and her husband, Benny F. Hall, lived in Virginia their entire lives before moving to Florida in 2019. In 1992, they operated a family farm in Temperanceville, Virginia, consisting of two chicken houses. In addition to raising chickens, the Halls farmed corn, wheat, soybeans, string beans, and potatoes. Over the years, the Halls' farming operations expanded to include numerous entities, which acted as real estate holding companies and operational businesses. In addition to farming multiple crops, the Halls' businesses included trucking services, grain storage, produce sales, and clamshell sales. The business entities included: Consolidated Farms, Benny F. Hall & Sons Trucking Co., Inc., Eastern Shore Grain, Inc., Farm Properties, L.L.C., Holden's Creek Farm, LLC, Spuddog Farm Properties LLC, and Benny F. Hall & Sons, LLC. By 2012, the Halls owned and managed a large farming operation and ancillary businesses. The most profitable entity was Consolidated Farms, a partnership Mr. Hall co-owned with his son, Benny F. Hall, Jr. Because of unfortunate circumstances, the business and personal relationships between father and son soured. The demise of the Halls' relationship with their son resulted in litigation that commenced in 2013. The litigation was costly to the Halls personally and financially. In addition to substantial legal fees, the Halls lost their traditional sources of financing due to the pending litigation. In 2014 and 2015, multiple banks that historically lent to the Halls ceased offering financing to the Halls. By late 2015, the Halls desperately needed to obtain alternative financing to fund their extensive operations. In 2012, subsequent to the departure of the Halls' son and daughter-in-law from the family business, the Halls employed Gary Stewart to be their de facto CFO. After losing their traditional financing sources, the Halls worked diligently with Mr. Stewart to obtain another source of conventional financing. Despite their best efforts, the Halls' attempts to obtain conventional financing were fruitless. The lack of financing placed the Halls in immediate danger of having to cease operations. In early 2016, as a last resort, the Halls began obtaining high-interest loans from merchant cash advance ("MCA") lenders. This resulted in the Halls accumulating approximately $500,000 in MCA loans that required burdensome daily payments. While seeking financing to pay off the MCA loans, Mr. Stewart met Tesh Shere and subsequently introduced Mr. Shere to the Halls. Although Mrs. Hall was "under the impression" that Mr. Shere worked for WBL, Mr. Shere was in fact a broker who worked for Kwik Capital. On March 17, 2016, Mr. Shere informed the Halls that he had two interested "investors," one being WBL. On March 21, 2016, WBL provided the Halls with a "Conditional Approval," which included verifications that the Halls and their business entities owned various parcels of unencumbered real property. The Conditional Approval provided for funding "[u]p to $2,000,000" with daily payments of $10,612. Upon receiving the Conditional Approval, the Halls and Mr. Stewart were distraught that the terms did not align with Mr. Shere's prior oral assertions. The Halls ultimately proceeded with the loan process, and WBL continued to perform due diligence and obtain documentation from them. On or about May 11, 2016, the Halls entered into the first loan transaction with WBL. The Halls' testimony and the documentary evidence reflect that the Halls "desperately" needed the loan because the MCA lenders were actively obtaining judgments and garnishing their bank accounts. The First Transaction was a $350,000 loan that carried an exorbitant interest rate and required the Halls to repay $605,500.10 within 12 months. The security for the First Transaction consisted of liens on the Halls' real and personal property, including real property conveyed to Spuddog before the First Transaction. Although the First Transaction was insufficient to fund the Halls' operations, Mrs. Hall testified that the Halls "would have been in a little worse shape if we hadn't gotten [the first loan]." Similarly, WBL's corporate representative testified that in his opinion the WBL payments were less onerous than the MCA payments because the MCA loans were amortized over a shorter period. On or about June 24, 2016, the parties entered into a second loan, which also contained onerous terms, including a $935,795 loan with a total repayment of $1,618,908.83 due within twelve (12) months. Because the Second Transaction refinanced the First Transaction, the Second Transaction only allowed for a cash disbursement of $362,370.86. In connection with the Second Transaction, the Halls' attorney, John D. McIntyre, furnished an opinion letter to WBL on behalf of the Halls. Among other things, the letter identified the collateral for the Second Transaction as 20305 Greenbush Rd, Parksley, VA 23421 and 8013 Long Lane, Temperanceville, VA 23442. On June 27, 2016, WBL issued the Halls another loan for $120,000, which was primarily used to satisfy a loan from an MCA lender. In January 2017, Mrs. Hall cancelled the closing on a loan with WBL based upon a conversation between a WBL employee and one of the Halls' employees. Internal WBL email correspondence indicated that an employee "from Newington branch told him that he would get him a conventional loan, and pay WBL off and that it's best if he doesn't proceed with the funding." The Halls opine that this correspondence supports their position that WBL never intended to offer them conventional financing. It is WBL's position that the WBL employee, who subsequently resigned, was unfamiliar with the Halls' file and was speaking outside the scope of his authority. According to Mrs. Hall, another WBL representative persuaded her to proceed with the loan based on assurances that WBL would continue to work on providing the Halls with conventional financing. On January 12, 2017, the parties closed on a fourth transaction. Tellingly, in an e-mail dated January 13, 2017, Mrs. Hall stated that they needed the funds from the Fourth Transaction "today to meet our payroll." Like the prior WBL loans, the Fourth Transaction contained onerous terms. In connection with the Fourth Transaction, Mr. Hall, Mrs. Hall, and Spuddog executed a Deed of Trust dated January 12, 2017, which contains detailed legal descriptions of the real property offered as collateral. Although the Halls were late on some payments to WBL between the First Transaction and the Fourth Transaction, the late payments were typically cured. However, on or about March 3, 2017, the Halls stopped making payments to WBL. Based upon the missed payments, WBL sent written notice of default to the Halls on March 20, 2017, and ultimately sued the Halls in the Circuit Court for Accomack County, VA on July 6, 2017. In response, the Halls filed an Answer & Counterclaim, asserting claims for rescission, fraud in the inducement, and declaratory relief. The state court litigation was pending when Mrs. Hall and Spuddog filed their Sub-chapter V cases on July 1, 2022. In Mrs. Hall's bankruptcy case, WBL filed a secured proof of claim in the amount of $7,323,990.19. WBL also filed a secured proof of claim in the Spuddog bankruptcy case in the amount of $7,323,990.19. The Plaintiffs initiated this Adversary Proceeding. The Court must first determine whether Florida law or Virginia law is applicable. Potentially, the application of Florida law would yield better results for the Plaintiffs because Florida's usury statute prohibits interest over 18% (if the loan exceeds $500,000 the maximum allowable rate increases to 25%). Unlike Florida law, "[t]he Virginia legislature has expressly declined to cap interest rates applicable to loans in the amount of $5,000 or more for business or investment purposes." Upon review, the Court finds the Plaintiffs' argument that Florida law applies unavailing. All relevant factors weigh in favor of applying Virginia law. The relevant collateral tis located in Virginia, and the loan documents include a choice of law provision that requires the application of Virginia law. Further, even if the Court were to decline to apply the choice of law provision, other relevant criteria support the application of Virginia law. Importantly, the relevant in-person discussions regarding the loans occurred in Virginia. Finally, the Halls resided and were physically present in Virginia when they signed the loan agreements. The sole connection with Florida is that the Plaintiffs filed bankruptcy in Florida after relocating there, which occurred years after the execution and subsequent default of the WBL Loans. The Court finds that such a tenuous connection has no bearing on the business dealings between the parties and is insufficient to apply Florida law. Next, the Court must examine the Plaintiffs' position that Mr. Shere acted as an agent of WBL. The Court finds that as an independent broker, Mr. Shere was not subject to the control of WBL. Importantly, there is no evidence to indicate that Mr. Shere or his affiliated companies were ever considered employees of WBL or acting with authority to bind WBL. While the Court understands and has considered that Mrs. Hall "was under the impression" that Mr. Shere worked for WBL, a WBL representative never told her that Mr. Shere was a WBL employee. Based on Mrs. Hall's testimony, she believed that Mr. Shere was employed by WBL primarily because she was not informed otherwise. Collectively, the Halls' and Mr. Stewart's financial and business backgrounds undermine their position that they were completely unaware of the arms-length relationship between Mr. Shere and WBL. Based on the foregoing, the Court finds that the Plaintiffs did not meet their burden to establish any actual or apparent agency relationship between Mr. Shere and WBL. Count I of the Complaint is a claim for fraudulent inducement. As a starting point, the Court will consider the Hall's financial position immediately prior to entering into the loan with WBL. The evidence is clear that the Halls were in dire financial straits before they decided to accept financing from WBL. Based on the grim and desperate predicament the Halls were in when they sought financing from WBL, and because the financing provided the Halls temporary relief when no other options were available, the Court finds that the Plaintiffs failed to demonstrate harm through clear and convincing evidence. Next, the Court considers whether the Plaintiffs were induced into entering the financial transactions with WBL by the allegedly fraudulent statements. The uncontroverted evidence is that the Halls needed immediate financing from WBL, because they had exhausted all other avenues for conventional financing. While the terms of the financing offered by WBL can be categorized as exorbitant, the financing nonetheless allowed the Halls to continue their business operations and satisfy some of the burdensome MCA loans. The finite issue the Court must decide is whether the Plaintiffs carried their burden of proving fraudulent inducement with clear and convincing evidence. Without question, the Plaintiffs had trepidation about entering the financing arrangement with WBL. The weight of the evidence, however, reflects that whatever misgivings the Halls had were offset by their desperation to obtain financing, and not the result of the allegedly fraudulent statements. Accordingly, the Plaintiffs did not carry their burden to prove fraudulent inducement with clear and convincing evidence. The Court will now consider the Plaintiffs' allegations that WBL made materially false representations. Upon review, the Court finds that the evidence fails to clearly demonstrate that WBL never intended to assist the Halls with conventional financing. The Plaintiffs' rely heavily on oral and written statements made by Mr. Shere. However, the Court finds that the Plaintiffs did not establish an agency relationship between Mr. Shere and WBL. Therefore, the Plaintiffs cannot impute misrepresentations made by Mr. Shere to WBL. Importantly, even if the Plaintiffs were able to impute certain statements by Mr. Shere to WBL, Mr. Shere's promises of future conventional financing were qualified with various conditions that had to be satisfied in order for the Halls to be approved for conventional financing. While the Court is sympathetic to the Halls' disappointment with not being approved for conventional financing, the evidence does not clearly reflect that WBL never intended to assist them with such financing. While the evidence is inconclusive as to why the Halls failed to obtain conventional financing, their inability to meet certain relevant risk-related criteria such as credit history or financial performance and viability weighed against them. Based on the lack of clear evidence on damages, inducement, and material misrepresentations, the Court finds that the Plaintiffs failed to prove fraudulent inducement. Count II of the Complaint is a claim for intentional misrepresentation, which is essentially a claim for fraud. The Plaintiffs failed to prove by clear and convincing evidence that they suffered harm or that WBL made materially false representations. Therefore, the Court will deny the claim for intentional misrepresentation. Count III of the Complaint is a claim for negligent misrepresentation. The Plaintiffs did not prove by clear and convincing evidence that they suffered harm or that WBL made materially false representations. Therefore, the Court will deny the claim for negligent misrepresentation. The Plaintiffs request that the Court use its equitable powers under 11 U.S.C. Sec. 105(a) to recharacterize the WBL debt as equity. The Court declines to use its equitable power under Sec. 105(a) to recharacterize the WBL debt as equity. Count VIII relies on arguments already addressed and rejected by the Court. Therefore, for the reasons stated in the foregoing discussion, the Plaintiffs' Objection to Claim is overruled. The Court clarifies that it does not condone the financing terms offered by WBL. Regrettably, however, the particular facts and circumstances discussed in detail throughout this opinion do not support a finding of equitable subordination, particularly for a non-insider such as WBL, the Court holds. While the Court does not approve of the exorbitant interest rates charged by WBL, Virginia law does not contain usury prohibitions for corporate loans. As outlined in the analysis, the law and evidence when viewed through the lens of this Proceeding ultimately do not weigh in favor of the Halls, the Court states. Therefore, the Court finds the Plaintiffs failed to meet their burden of proof concerning the Counts of the Complaint and will enter a separate judgment in favor of WBL consistent with these Findings of Fact and Conclusions of Law. A copy of the Court's decision dated July 11, 2024, is available at https://urlcurt.com/u?l=xnCEBi About Spuddog Farm Properties Spuddog Farm Properties, LLC is in the business of owning and leasing property comprising a vacation home rental property and a farm in Temperanceville, Va., and a vacant land in Hallwood, Va. Spuddog Farm Properties sought protection under Chapter 11, Subchapter V of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01341) on July 5, 2022. The case is jointly administered with the Chapter 11 case (Bankr. M.D. Fla. Case No. 22-01326) filed by Karen W. Hall, one of the managing members, on July 1, 2022. At the time of the filing, Spuddog Farm Properties listed $1 million to $10 million in both assets and liabilities. Daniel E. Etlinger, Esq., at David Jennis, P.A. (doing business as Jennis Morse Etlinger), is the Debtors' legal counsel. SUMMIT MIDSTREAM: S&P Upgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Summit Midstream Partners L.P. (SMLP) to 'B+'. S&P also assigned a 'B+' issue-level rating on SMLP's proposed notes with a '3' recovery rating. The notes are being issued by Summit Midstream Holdings LLC. S&P said, "At the same time, our 'D' issue-level rating remains on SMLP's preferred stock, based on our continued view that the ongoing dividend deferral is a default on the security. "The stable outlook reflects our expectation for S&P Global Ratings-adjusted debt to EBITDA of 4.5x-4.75x over the next 12 months, based on relatively stable volume growth and ample liquidity." On July 17, 2024, Summit Midstream Partners L.P. (SMLP) announced the refinancing and extension of their capital structure by upsizing its existing asset-based lending (ABL) facility to $500 million from $400 million and issuing $500 million of senior secured second-lien notes, both with 2029 maturities. The company intends to use proceeds from this transaction to repay the existing notes due in 2025 and 2026, with the remaining amount going toward applicable fees. S&P said, "Recent asset sales and debt refinancing have strengthened our view that SMLP could achieve its stated 3.5x leverage target going forward." The recent asset sales of Summit Midstream Utica LLC and Mountaineer Gathering System in West Virginia have both bolstered SMLP's liquidity, netting the company approximately $700 million year to date. The company has utilized the bulk of the proceeds from these transactions to pay down debt, resulting in net-adjusted leverage below 4.75x, pro forma for the transaction. The proposed refinancing of its capital structure alleviates previous risks associated with debt refinancings and liquidity. When this transaction closes, SMLP will not have any near-term debt maturities until 2029. With an improved capital structure and adjusted leverage below 4.75x, S&P expects the partnership to generate sufficient surplus cash to further reduce leverage and achieve its stated leverage target of 3.5x. Pro forma for the transaction, the company will have sufficient liquidity based on its ABL availability. S&P said, "Despite leaner operations, we forecast improved financial metrics over the medium term. As a result of the recent asset sales, we are projecting lower adjusted EBITDA in 2024 of about $185 million-$195 million, based on smaller operational scale. Despite this year-over-year decline, we project EBITDA growth in the outer years as we forecast commodity prices to improve. These assumptions are based on the 82 connected wells year to date and our expectations of drilling activity going forward. We expect the issuer will maintain modest capital spending going forward, utilizing mostly excess cash to further reduce outstanding leverage or to pursue accretive, small, tuck-in opportunities. We forecast the company to have approximately $200 million drawn on its ABL and forecast modest debt repayment with excess cash. We expect surplus free operating cash flow (FOCF) of over $70 million in 2025, which will lead to an improved leverage profile positioning the company to potentially resume its dividend policy as early as 2026. "SMLP's planned conversion to a C corporation does not affect our view of financial policy. The partnership planned a special meeting for July 18, 2024, to vote on a conversion to a C corp. Although currently structured as a master limited partnership, if the vote succeeds, we do not expect any meaningful change to SMLP's financial policy. Although converting to a C corp. will likely increase SMLP's investor base, we do not expect this conversion would change SMLP's financial targets or its distribution policy. "The stable outlook on SMLP reflects our expectation of leverage between 4.5x-4.75x over the next 12 months. This is based on relatively stable volume growth and a flexible capital budget." S&P could take a negative rating action on SMLP if its adjusted debt to EBITDA exceeds 5x on a sustained basis due to: -- A decline in operational performance; or -- A shift to a more-aggressive financial policy that increases its debt balance and weakens its liquidity. Due to the company's limited scale and geographic diversity, S&P deems it unlikely that it would take a positive rating action on SMLP during the next 12 months. However, S&P could consider a positive rating action if the company: -- Sustains total S&P Global Ratings-adjusted leverage of less than 3.5x; -- Increases its operating scale; and -- Meaningfully improves the geographic diversity of its operations. SUPERSTAR ELIZABETH: Case Summary & Two Unsecured Creditors ----------------------------------------------------------- Debtor: Superstar Elizabeth, LLC 2404 Wisconsin Avenue NW Washington, DC 20007 Business Description: Superstar Elizabeth is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 17, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00253 Debtor's Counsel: Michael A. Ostroff, Esq. MONTERO LAW GROUP, LLC 1738 Elton Road, Ste 105 Silver Spring, MD 20903 Tel: 301-588-8100 Fax: 301-588-8101 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel Lledo, sole and managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O53AMVY/Superstar_Elizabeth_LLC__dcbke-24-00253__0001.0.pdf?mcid=tGE4TAMA TECHPRECISION CORP: Delays Annual Report for FY Ended March 31 -------------------------------------------------------------- TechPrecision Corporation was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2024, within the prescribed period due to a delay experienced by the Company in compiling the required information with respect to the results of operations of its Stadco operating segment in order to complete its financial statements and other disclosures in the Annual Report. As a result, the Company's independent registered public accounting firm requires additional time to complete its audit of the financial statements for the fiscal year ended March 31, 2024 to be included in the Annual Report. Although the acquisition of Stadco was completed on Aug. 25, 2021, the Company continues to work on integrating Stadco's financial reporting processes and procedures into its larger financial reporting structure. The Company anticipates that the financial statements and requisite audit will be completed and the Annual Report finalized in order to file the Annual Report no later than 15 calendar days from the prescribed due date. The Company anticipates there will be significant changes in results of operations from the fiscal year ended March 31, 2024. The Company expects to report that net sales for the fiscal year ended March 31, 2024 were approximately $32.0 million, compared to net sales of $31.4 million for the fiscal year ended March 31, 2023. The Company expects to report a gross profit of $4.5 million for the fiscal year ended March 31, 2024, compared to gross profit of $4.9 million for the fiscal year ended March 31, 2023. The Company expects to report that selling, general and administrative expenses for the fiscal year ended March 31, 2024 were approximately $7.3 million, compared to selling, general and administrative expenses of $6.0 million for the fiscal year ended March 31, 2023. Selling, general and administrative expenses does not include a one-time non-cash expense from the previously reported issuance of shares to Doerfer Corporation in connection with the termination fee payable in the Company's common stock for the failed acquisition of Votaw Precision Technologies, Inc. About Techprecision Through its wholly owned subsidiaries, Ranor, Inc. and STADCO, TechPrecision Corporation manufacture large-scale, metal fabricated and machined precision components and equipment. These products are used predominantly in the defense, aerospace, and precision industrial markets. The Company's goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection, and testing. TechPrecision said in its Quarterly Report for the period ended Dec. 31, 2023, that "In order for us to continue operations beyond the next twelve months from the date of issuance of the financial statements and to be able to discharge our liabilities and commitments in the normal course of business, we must renew our revolver loan by March 20, 2024 and mitigate our recurring operating losses at our Stadco subsidiary. We must efficiently increase utilization of our manufacturing capacity at our Stadco subsidiary and improve the manufacturing process. We plan to closely monitor our expenses and, if required, will reduce operating costs to enhance liquidity. "The uncertainty associated with the recurring operating losses at Stadco, the revolver loan renewal, the need for alternative financing, compliance with debt covenants, and the expected debt covenant violation at subsequent compliance dates raise substantial doubt about our ability to continue as a going concern for at least one-year after the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued." TEHUM CARE: Reaches $75M Chapter 11 Plan Settlement With Creditors ------------------------------------------------------------------ Tehum Care Services, Inc. a correctional healthcare company formerly known as Corizon, is pleased to announce that a settlement has been reached with creditors, marking a significant milestone in resolving Tehum's ongoing bankruptcy proceedings. This agreement represents a crucial step in obtaining the company's long-term goals. The settlement, reached after extensive negotiations with both creditors' committees, demonstrates the parties' commitment to work collaboratively towards a resolution for the benefit of all creditors. Tehum recognizes the hard work of Judge Christopher Sontchi (ret.), former Chief Judge of the United States Bankruptcy Court for the District of Delaware, who brought the parties and their counsel together, including the law firms of Brown Rudnick LLP and Berry Riddell LLC, which represent the Tort Claimants' Committee, Stinson LLP, which represents the Unsecured Creditors' Committee, and Gray Reed, which represents Tehum. Under the terms of the agreement, approximately $75 million dollars will be distributed to Tehum's creditors through a consensual Chapter 11 plan settlement. Eric Goodman of Brown Rudnick, co-lead attorney representing the Tort Claimants' Committee, stated "we applaud the efforts of the parties to reach a settlement, which includes increased monies for tort claimants, including incarcerated and formerly incarcerated creditors, a major goal for our committee." Nicholas Zluticky of Stinson, counsel for the Unsecured Creditors Committee, stated, "this settlement is a win for all creditors and we are pleased with the results." Jason Brookner, counsel for Tehum, joined in the sentiments expressed by counsel for the committees. Russell Perry, Chief Restructuring Officer of Tehum, stated, "We are very appreciative of the support and cooperation of the creditor committees to reach resolution and pave the way for substantial creditor recoveries." This agreement is expected to be voted on by the claimants and approved by the bankruptcy court through a plan of reorganization in the coming months. Once approved, it will enable Tehum and its affiliate companies to implement new business strategies, invest in growth initiatives, and serve our partner clients' best interests. 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. TEHUM CARE: YesCare Secures $75M Settlement in Bankruptcy Case -------------------------------------------------------------- YesCare, a leader in correctional healthcare, announced that a comprehensive settlement agreement has been reached with the creditors of Tehum Care Services, Inc., formerly known as Corizon, marking a significant milestone in Tehum's ongoing bankruptcy proceedings. The agreement represents a crucial step toward the company's long-term goals. The settlement, reached after extensive negotiations with both creditors' committees, demonstrates the parties' commitment to working collaboratively towards a resolution for the benefit of all creditors. YesCare recognizes the hard work of Judge Christopher Sontchi (ret.), former Chief Judge of the United States Bankruptcy Court for the District of Delaware, who brought the parties and their counsel together, including the law firms of Brown Rudnick LLP and Berry Riddell LLC, which represent the Tort Claimants' Committee, Stinson LLP, which represents the Unsecured Creditors' Committee, and Gray Reed, which represents Tehum. Under the terms of the agreement, approximately $75 million dollars will be distributed to Tehum's creditors through a consensual Chapter 11 plan settlement. Jeff Sholey, CEO of YesCare, stated, "We are grateful for the support and cooperation of the creditor committees during this challenging period. This agreement not only underscores our confidence in YesCare's business model and prospects but also allows us to move forward with renewed focus and stability." Our priority remains to deliver the value healthcare to our hundreds of thousands of patients around the country, our thousands of employees, and stakeholders." The settlement is expected to be voted on by claimants and approved by the bankruptcy court through a plan of reorganization in the coming months. Under the terms of the proposed settlement, YesCare and other settling parties would receive a release of estate claims. Once approved, it will enable YesCare and its affiliate companies to implement new business strategies, invest in growth initiatives, and serve our partner clients' best interests. Jimmy Sprouse, CFO of YesCare, added, "This agreement provides a clear path forward and ensures that we can continue to operate effectively while addressing our financial obligations. We believe this settlement will position us for sustained growth." YesCare also extends its sincere appreciation to its employees, partner clients, and all stakeholders for their ongoing support throughout this process. The company remains committed to maintaining transparent communication and will provide further updates as the settlement progresses. About YesCare YesCare is an industry leader providing comprehensive healthcare and reentry services to incarcerated individuals. For more than 40 years, the YesCare team has provided expert medical, dental, and behavioral health services to more than 1 million patients at 475 correctional facilities across the country. Its mission is to provide exceptional care, put patients' health and safety first, and break the cycle of recidivism while helping improve the communities where they live and work. 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. TRILOGY METALS: Incurs $1.76 Million Net Loss in Second Quarter --------------------------------------------------------------- Trilogy Metals Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a loss and comprehensive loss of $1.76 million for the three months ended May 31, 2024, compared to a loss and loss and comprehensive loss of $2.80 million for the three months ended May 31, 2023. For the six months ended May 31, 2024, the Company reported a loss and comprehensive loss of $5.36 million compared to a loss and comprehensive loss of $7.88 million for the same period a year ago. As of May 31, 2024, the Company had $135.34 million in total assets, $463,000 in total liabilities, and $134.88 million in total shareholders' equity. Liquidity and capital resources The Company expended $1.1 million on operating activities during the six-month period ending May 31, 2024 with the majority of cash spent on professional fees and American and Canadian securities commission fees related to its annual regulatory filings, annual fees paid to the Toronto Stock Exchange and the NYSE American Exchange and corporate salaries. As at May 31, 2024, the Company had cash and cash equivalents of $14.0 million and working capital of $13.6 million. At the end of the fiscal quarter, Trilogy received $12.5 million from Ambler Metals as a return of excess cash to the owners. Trilogy said "Although the Company has a strong cash position, Management continues with cash preservation strategies to reduce cash expenditures where feasible, including but not limited to reductions in marketing and investor conferences and office expenses. In addition, the Company's Board of Directors continue to take all of their fees in deferred share units in an effort to preserve cash. The Company's senior management team is also continuing to take a portion of their base salaries in shares of the Company to preserve cash. "All project related costs are funded by Ambler Metals. Amber Metals had $35.1 million in cash and cash equivalents and $34.9 million in working capital as at May 31, 2024. During the first half of June, Ambler Metals retuned $25 million to the owners, resulting in a cash position of approximately $11 million which is sufficient for Ambler Metals to fund this fiscal year's budget for the UKMP and the Ambler Access Project." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001543418/000155837024009732/tmq-20240531x10q.htm About Trilogy Metals Trilogy Metals Inc. is a metal exploration and development company holding a 50 percent interest in Ambler Metals LLC, which has a 100 percent interest in the Upper Kobuk Mineral Projects in northwestern Alaska. On Dec. 19, 2019, South32, a globally diversified mining and metals company, exercised its option to form a 50/50 joint venture with Trilogy. The UKMP is located within the Ambler Mining District which is one of the richest and most-prospective known copper-dominant districts in the world. It hosts world-class polymetallic volcanogenic massive sulphide ("VMS") deposits that contain copper, zinc, lead, gold and silver, and carbonate replacement deposits which have been found to host high-grade copper and cobalt mineralization. Exploration efforts have been focused on two deposits in the Ambler Mining District -- the Arctic VMS deposit and the Bornite carbonate replacement deposit. Both deposits are located within a land package that spans approximately 190,929 hectares. Ambler Metals has an agreement with NANA Regional Corporation, Inc., an Alaska Native Corporation that provides a framework for the exploration and potential development of the Ambler Mining District in cooperation with local communities. Trilogy's vision is to develop the Ambler Mining District into a premier North American copper producer while protecting and respecting subsistence livelihoods. Vancouver, Canada-based PricewaterhouseCoopers LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 8, 2024, citing that the Company has no recurring source of operating cash inflows at its current stage and is dependent on its ability to obtain additional financing or to generate future operating cash inflows. These material uncertainties raise substantial doubt about its ability to continue as a going concern. TTW TRANSPORT: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- TTW Transport, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan dated July 2, 2024. The Debtor ceased operating as a going concern in late 2023/early 2024, thus the Debtor has no post-petition operations. Since the Debtor's business was a service business, known as a “drayage company,” that essentially is a logistics company that does not own any assets but organizes freight that arrives at the Port of Los Angeles (San Pedro, California) to either a subsequent warehouse location or another on the road shipper, the Debtor did not own any hard assets, other than computers. Thus, at this point, the Debtor's major assets consist of the nearly $413,000 in cash held in the Debtor's Debtor-in-Possession account at Wells Fargo Bank, along with the nearly $4,000,000 of litigation claims against third party vendors improperly paid with the Debtor's funds, along with litigation claims (fraudulent conveyance, breach of fiduciary duty, fraud, etc.) against the Debtor's former insider, David Revolorio and/or other former employees. This proposed Chapter 11 Plan is a plan of liquidation. Essentially, that means if the Court approves the Plan Proponent proposed herein, all of the Debtor's assets will be monetized for the benefit of all creditors to be paid pursuant to the priorities of the bankruptcy Code. Furthermore, the assets to be monetized would include the net proceeds from the three Avoidance Adversary Proceedings noted herein. The Effective Date of the proposed Plan is the first Business Day that is 15 calendar days after the entry of the Confirmation Order, provided there has been no order staying the effectiveness of the Confirmation Order. Class 4 consists of Allowed General Unsecured Claims. After liquidation of all the Debtor's non-exempt assets, and payment of all lien holders encumbering such non-exempt assets, holders of Allowed Claims will be paid their Allowed Claim. The Disbursing Agent reserves the right to object to any and all claims in this class. The allowed unsecured claims total $591,711.75. This Class is impaired. Class 5 consists of the Debtor's equity holders, comprised of Mr. Ruben Dominguez. Any net estate assets will be distributed to the Corporate Debtor's equity holder. The Plan will be funded through the liquidation of property of the Estate with the proceeds of sale that exceed any allowed final claims of exemption. The Disbursing Agent shall, subject to Court Approval for the Disbursing Agent to sell Estate assets. Reports of sale, however, shall be filed pursuant to Rule 6004(f) of the Federal Rules of Bankruptcy Procedure. The Disbursing Agent may abandon any property of the Estate by complying with the procedures in the Local Bankruptcy Rules. A full-text copy of the Disclosure Statement dated July 2, 2024 is available at https://urlcurt.com/u?l=LMHlCr from PacerMonitor.com at no charge. Counsel for the Debtor: Thomas J. Polis, Esq. Polis & Associates, a Professional Law Corporation 19800 MacArthur Boulevard, Suite 1000 Irvine, CA 92612-2433 Telephone: (949) 862-0040 Facsimile: (949) 862-0041 E-mail: tom@polis-law.com About TTW Transport Inc. TTW Transport, Inc., is part of the general freight trucking industry. TTW Transport filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10559) on March 6, 2024, listing $4,368,589 in total assets and $1,044,059 in total liabilities. The petition was signed by Jonathan Witkin as direct of finance. Judge Scott C Clarkson presides over the case. Thomas J. Polis, Esq. at POLIS & ASSOCIATES, APLC, is the Debtor's counsel. TUPPERWARE BRANDS: Forbearance Agreement Extended to July 14 ------------------------------------------------------------ Tupperware Brands Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 11, 2024, that on July 7, 2024, Wells Fargo Bank, National Association, as administrative agent, in its sole discretion pursuant to the terms of the Forbearance Agreement (a) extended the Forbearance Termination Date from July 7, 2024 at 11:59 p.m. Eastern time to July 14, 2024 at 11:59 p.m. Eastern time and (b) extended certain Forbearance Agreement Milestones related to the entry into a definitive agreement with respect to certain repayment transactions from July 7, 2024 to July 14, 2024 at 11:59 p.m. Eastern time. As previously disclosed, on June 28, 2024, Tupperware Brands, Tupperware Products AG, as Borrowers, certain other subsidiaries of the Company, the Administrative Agent, and certain of the Lenders, among others, amended, that certain Forbearance Agreement, dated as of Feb. 13, 2024, by and among, the Borrowers, certain other subsidiaries of the Company, the Administrative Agent, and the Lenders party thereto. The Forbearance Agreement provides for, among other things, the Company's compliance with specified milestones with respect to business planning and repayment transactions until the earlier of (a) July 7, 2024 at 11:59 p.m. Eastern time and (b) the date and time on which the Administrative Agent (at the direction of the majority Lenders) elects to terminate the Forbearance Agreement in accordance with its terms. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- https://www.tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. "Given the uncertainties around the Company's liquidity, ability to execute its revised business plan, and ability to comply (and current non-compliance) with covenants under its Credit Agreement, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of these Consolidated Financial Statements," said Tupperware Brands in its Quarterly Report for the period ended Sept. 30, 2023. The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended Dec. 30, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 30, 2024. TUPPERWARE BRANDS: Mariela Matute Quits as EVP & CFO ---------------------------------------------------- Tupperware Brands Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 5, 2024, Mariela Matute, executive vice president & chief financial officer of the Company, informed the Company of her intention to resign from her position, effective July 31, 2024. The Company said Ms. Matute's decision to resign from the Company was not due to any disagreement with the Company, its management or the Board of Directors on any matter relating to the Company's operations, policies or practices. The Company thanks Ms. Matute for her service. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- https://www.tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. "Given the uncertainties around the Company's liquidity, ability to execute its revised business plan, and ability to comply (and current non-compliance) with covenants under its Credit Agreement, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of these Consolidated Financial Statements," said Tupperware Brands in its Quarterly Report for the period ended Sept. 30, 2023. The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended Dec. 30, 2023, and its Quarterly Report on Form 10-Q for the quarter ended March 30, 2024. UNIFIED LIFE: A.M. Best Puts B(Fair) Fin Strength Rating on Review ------------------------------------------------------------------ AM Best has placed under review with developing implications the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb+" (Fair) of Unified Life Insurance Company (Unified Life) (headquartered in Overland Park, KS). The Credit Ratings (ratings) reflect Unified Life's balance sheet strength, which AM Best assesses as adequate, as well as its adequate operating performance, limited business profile and marginal enterprise risk management. This rating action follows Unified Life's acquisition this year by Obra Insurance Holdings, LLC, a subsidiary of Obra Capital, Inc. AM Best has placed these ratings under review with developing implications to allow its analytical team sufficient time to fully evaluate Unified Life's new business plan, which is likely to be materially different going forward. The ratings will remain under review with developing implications until AM Best completes its evaluation of the new parent, as well as its revised strategic plans and projections for Unified Life. VALOR AMMUNITION: Claims to be Paid from Operating Income --------------------------------------------------------- Valor Ammunition, Inc., filed with the U.S. Bankruptcy Court for the District of Utah a Plan of Reorganization under Subchapter V dated July 2, 2024. The Debtor is a corporation, and does business on-line as Gallant Bullets. Since 2014, the Debtor has conducted business as on online retailer of predominately projectile ammunition. After the Petition Date, the Debtor has had setbacks. The main contract manufacturer (Accura Outdoors Inc.) has refused to move forward, now that the Debtor is in bankruptcy, without a written contract. Negotiations with Accura are ongoing, and are expected to bear fruit. In the mean time, the debtor has also negotiated with Lammert Associates, LLC as a fulfillment partner, and will seek Court approval of a contract with Lammert immediately, and with Accura as soon as the contract has been negotiated. The contributions from the Debtor are structured to allow the Debtor to make reasonable monthly payments to fund the plan for the first year, with structured raises to the payment each year as the reorganized Debtor grows and becomes more profitable. The Plan generally contemplates the payment in full of claims entitled to priority in periodic monthly payments with interest to provide present value pursuant to Section 1129(a)(9)(c) of the Bankruptcy Code. The Plan also generally contemplates a surrender of the collateral in Debtor's possession to both CNG and Wells Fargo Bank, N.A., and the bifurcation of their claims and treatment of any remaining claim as a general unsecured, non priority claim. The Plan generally also contemplates payment of the secured claim of the Utah State Tax Commission at 7% interest in a monthly installment over the term of the plan. The Plan generally also contemplates the payment of no less than $10,000.00 to be distributed pro rata to unsecured creditors not otherwise classified. The Debtor believes that $420,000.00 constitutes its projected disposable income over the 60-month period following the Effective Date, including administrative expenses, priority claims, secured claims and unsecured claims. In sum, the Debtor expects to repay $420,000.00 of its prepetition debt and bankruptcy administrative expenses (beyond general operating expenses paid during the active chapter 11 phase of the case). Class U1 shall consist of all Allowed Unsecured Claims. The Allowed Claims in this class shall share pro rata in the General Distribution Pool. Class M1 shall contain only the prepetition membership interests in the Debtor. The prepetition membership interests in the Debtor shall be retained in their current shares/percentages by all shareholders. Crandall and Shem, who have the largest interests, are also the only shareholders rendering services to the Debtor. The Reorganized Debtor shall continue its prepetition/pre confirmation business operations. From the Reorganized Debtor's post-petition operating income, or from contributed capital, over the 60 months following the Effective Date, the Reorganized Debtor shall fund $420,000.00 into the General Distribution Pool. Distributions from the General Distribution Pool shall be made monthly, and are expected to be $4,000.00 per month for the first 12 months; $5,500.00 per month for the next 12 months; $7,000.00 per month for the next 12 months; $8,750.00 per month for the next 12 months; and $10,250.00 per month for the final 12 months. The Order of Distribution from the General Distribution Pool shall be summarized as follows: * First, to Allowed Administrative Claims until paid in full; * Second, to class S1 claims in the monthly amount set forth herein; * Third, to class P1 claims until paid in full; * Fourth, to class U1 claims until paid in full. A full-text copy of the Subchapter V Plan dated July 2, 2024 is available at https://urlcurt.com/u?l=azMZgU from PacerMonitor.com at no charge. Attorneys for the Debtor: Brian D. Johnson, Esq. Brian D. Johnson, P.C. 290 25th St. Suite 208 Ogden, UT 84401 Tel: (801) 394-2336 About Valor Ammunition Inc. Valor Ammunition, Inc., manufactures and sells match-grade polymer coated cast bullets. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 24-21517) on April 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Eli Richard Crandall, president, signed the petition. Judge Peggy Hunt presides over the case. Brian D. Johnson, Esq., at Brian D. Johnson, P.C., is the Debtor's legal counsel. VARSITY BRANDS: S&P Assigns 'B-' ICR, Outlook Positive ------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Varsity Brands Inc., which will be the borrower of the proposed term loan and the issuer of the entity's audited financial statements. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed $2.375 billion senior secured term loan due 2031. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. "We will withdraw our 'B-' issuer credit rating on Varsity Brands Holding Co. LLC and our 'B-' issue-level rating and '3' recovery rating on its existing senior secured debt at the close of the transaction. "The positive outlook reflects the potential that we will raise our rating over the next 12 months if Varsity Brands maintains good business momentum and winds down its one-time legal and restructuring cash expenses such that it sustains S&P Global Ratings-adjusted leverage of less than 7x and generates reported free operating cash flow (FOCF) of at least $50 million." Varsity Brands Inc. (Varsity Brands; the parent company of BSN Sports and Varsity Spirit) has entered into a definitive agreement to be acquired by affiliates of investment management firm KKR & Co. S&P Global Ratings' view of the company's business is unchanged by this transaction, which we estimate will be roughly leverage neutral. S&P said, "We view KKR's acquisition of Varsity Brands as a financial transaction, therefore it does not alter our view of the company's competitive position or overall business risk.We also do not believe that Varsity Brands' new ownership will implement any material changes to its strategy or operating performance over the near term. We estimate the transaction will be largely leverage neutral and anticipate the company will continue to operate with a similar debt quantum, albeit at lower interest rates. Further, we understand that KKR will finance a substantial portion of the total enterprise value with cash equity (common equity). Our ratings assume the transaction closes on substantially the same terms as those presented to us. "We expect the company will be able to materially deleverage over the near term, primarily by increasing its profits.We forecast Varsity Brands will reduce its leverage to about 6.4x as of the end of 2024 from 11.1x in 2023. Our expectation the company will increase its profits is largely underpinned by our belief that it will wind down a substantial portion of its one-time cash expenses in 2024. These include lawsuit-related costs which we understand management has settled. Additionally, Varsity Brands incurred significant consulting and debt refinancing costs in 2023, which we expect will roll off in 2024. Consequently, we estimate the company's S&P Global Ratings-adjusted EBITDA margin will normalize over the next two years supported by the continued expansion of its core business and the roll-off of the aforementioned costs. "Our assessment of Varsity Brands' business incorporates its market-leading position and diversification across several K-12 and college niches, albeit in highly fragmented markets." Further, the company's solid brand relationships, geographic diversity, rising exposure to the higher-margin private label and licensing businesses, established sales force, and strong technological and supply chain capabilities allow it to differentiate its offerings from those of its competitors. Varsity Brands' success is evidenced by its recent sales and profit (excluding legal and other restructuring costs) trajectory, which is benefitting from the return of in-person school activities, sporting and cheer events, and cheer camps, as well as an improvement in its sales representatives' productivity. These factors are partially offset by the highly seasonal nature of the company's business, which is dependent on the North American academic cycle, the somewhat discretionary nature of BSN's sports apparel/equipment business and Varsity Brands' cheerleading uniforms, camps, and competitions business, and its reliance on school athletic budgets and parent booster clubs to increase its revenue. S&P said, "While our economists forecast U.S. real GDP will expand 2.5% in 2024, we anticipate consumers will likely rein in their spending as their purchasing power deteriorates due to the uncertain macroeconomic environment, including the steady depletion of excess savings and rise in delinquency rates on credit cards and auto loans to greater than pre-pandemic levels." S&P said, "Our base-case forecast assumes Varsity Brands' FOCF generation will remain suppressed over the next year before turning substantially positive in 2025.We expect the company's reported FOCF will remain constrained over the near term due to its material pending legal settlements (the timing of which will depend on the courts). However, we assume Varsity Brands will generate positive FOCF on a sustained basis as it continues to expand its distribution to new schools, organizations, and events. We expect this will enable the company to generate FOCF of more than $150 million in 2025. Further, we expect Varsity Brands will maintain its historical propensity for acquisitions, including by undertaking small bolt-on, margin-accretive acquisitions (mainly small, local sports dealers). As of the close of the transaction, we estimate the company will have adequate liquidity, primarily in the form of an asset-based lending (ABL) facility (about $300 million available at close). "The positive outlook reflects the potential that we will raise our rating on Varsity Brands over the next 12 months if it generates sustained revenue growth and faces fewer nonrecurring charges such that it continues to expand its profits and substantial deleverages." S&P could raise its ratings on Varsity Brands if: -- The company maintains a steady operating performance and improves its S&P Global Ratings-adjusted leverage below 7x; -- Its FOCF generation exceeds $50 million on a sustained basis; and -- S&P believes the risk for non-recurring legal and restructuring expenses and impairments from lawsuits have diminished substantially. S&P could revise its outlook on Varsity Brands to stable if S&P expects it will sustain S&P Global Ratings-adjusted leverage of more than 7x or S&P no longer believes it will be able to generate positive FOCF of at least $50 million. This could occur if: -- Varsity Brands continues to incur significant legal and restructuring expenses such that it unable to offset them by expanding its organic EBITDA; -- The company cannot effectively manage its elevated working capital balances; or -- High inflation or supply chain bottlenecks return. VIEWBIX INC: Closes $256,875 Private Placement of Units ------------------------------------------------------- Viewbix Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that the Company expects to receive an aggregate gross proceeds of $256,875 from private placement of units which closed on July 3, 2024. On July 3, 2024, Viewbix entered into a definitive securities purchase agreement with a global investment firm, as lead investor, for the purchase and sale in a private placement of units consisting of (i) 1,027,500 shares of common stock, par value $0.0001 per share, of the Company (the "PIPE Shares") and (ii) common stock purchase warrants (the "PIPE Warrants") to purchase up to 1,541,250 Shares of the Company to the Lead Investor and other investors acceptable to the Lead Investor and the Company. The purchase price per Unit is $0.25. The PIPE Warrants are exercisable upon issuance at an exercise price of $0.25 per Share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will have a three-year term from the issuance date. In addition, the PIPE Warrants are subject to an automatic exercise provision in the event that the Company's Shares are approved for listing on the Nasdaq Capital Market. In connection with the Private Placement, the Company entered into a registration rights agreement with the Investors. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement with the Securities and Exchange Commission to register for resale of the PIPE Shares issued in the Private Placement and the Warrant Shares issuable upon exercise of the Warrants, within 30 days of the date of the Purchase Agreement, and to have such PIPE Registration Statement declared effective within 30 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration Statement is not reviewed by the SEC, or 60 days following the filing date of the PIPE Registration Statement in the event the PIPE Registration Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages if the Company fails to file the PIPE Registration Statement when required, fails to cause the PIPE Registration Statement to be declared effective by the SEC when required, or if the Company fails to maintain the effectiveness of the PIPE Registration Statement. The Purchase Agreement and the Registration Rights Agreement also contain representations, warranties, indemnification and other provisions customary for transactions of this nature. In addition, pursuant to the Securities Purchase Agreement, the Company agreed to abide by certain customary standstill restrictions for a period of 30 days following the effective date of the PIPE Registration Statement. In addition, while the PIPE Warrants are outstanding, the Investors shall not, and shall cause its affiliates to not enter into or effect, directly or indirectly, hedging transactions that establish a net short position. The Company has agreed to reimburse the Lead Investor, upon the closing of the Private Placement, for actual and documented fees and expenses incurred up to $10,000. In addition, the Company has agreed to pay a commission to the Lead Investor of (i) a cash fee of $12,844 and (ii) 51,375 Shares. About Viewbix Headquartered in Ramat Gan, Israel, Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix's operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measured when a viewer performs a specific action while watching a video and collects and reports the results to the client. Tel Aviv, Israel-based Brightman Almagor Zohar & Co., A Firm in the Deloitte Global Network, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company's non-compliance with its debt covenants as of Dec. 31, 2023 and the decrease in revenues and positive cash flows from operations may result in the Company's inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. VIEWBIX INC: Signs $2.5 Million Credit Agreement With Capitalink ---------------------------------------------------------------- Viewbix Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 5, 2024, that on July 4, 2024, the Company entered into a facility agreement for a $2.5 million credit facility with Capitalink Ltd. The Facility Loan Amount will remain available until the earlier of its drawing down in full or upon such date that the Company completes a $2.0 million financing transaction. Upon the completion of the Term, the Facility Loan Amount shall be repaid to the Lender in cash. The Facility Agreement sets forth a drawdown schedule as follows: (i) an aggregate of $50,000 shall be drawn down immediately upon the effective date of the Facility Agreement, (ii) an aggregate of $50,000 shall be drawn down upon the effectiveness of the Uplist (as defined below), and (c) following the Uplist, an aggregate of $200,000 shall be drawn down on a quarterly basis until the Facility Loan Amount is exhausted. The Credit Facility will accrue interest at a rate of 12% per annum. The Interest will be payable in (i) Shares at a conversion rate of $0.25 for each U.S. dollar of Interest accrued on the respective Facility Loan Amount, and (ii) a Warrant to purchase Shares equal to (i). Immediately following the effectiveness of an uplisting of the Shares to a national securities exchange, the Lender will be entitled to convert into Shares $100,000 of the outstanding Facility Loan Amount at a conversion rate of $0.25 per Share, and, if so exercised, such Convertible Stock will be accompanied by a warrant to purchase such amount of Convertible Stock, with an exercise price of $0.25 per Share. The remaining Facility Loan Amount outstanding and not converted following the Uplist Conversion will remain available for the duration of the Term, during which time such Lender may convert it in exchange for Conversion Units or, upon the lapse of the Term, such amount shall be repaid to the Lender. In addition and in connection with the Credit Facility, the Company agreed to pay the Lender a one-time fee consisting of: (i) Shares representing five percent of the Facility Loan Amount at a conversion rate of $0.25 and (ii) a Warrant to purchase 1,000,000 Shares, with an exercise price of $0.25 per Share. The Company undertook to file a registration statement with the SEC within 30 days of the date of the Facility Agreement to register, inter alia, the resale by the Lender of Shares underlying the Credit Facility and the Warrants. A full-text copy of the Facility Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/797542/000149315224026343/ex10-4.htm About Viewbix Headquartered in Ramat Gan, Israel, Viewbix is a digital advertising platform that develops and markets a variety of technological platforms that automate, optimize and monetize digital online campaigns. Viewbix's operations were previously focused on analysis of the video marketing performance of its clients as well as the effectiveness of their messaging. With the Video Advertising Platform, Viewbix allowed its clients with digital video properties the ability to use its platforms in a way that allows viewers to engage and interact with the video. The Video Advertising Platform measured when a viewer performs a specific action while watching a video and collects and reports the results to the client. Tel Aviv, Israel-based Brightman Almagor Zohar & Co., A Firm in the Deloitte Global Network, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company's non-compliance with its debt covenants as of Dec. 31, 2023 and the decrease in revenues and positive cash flows from operations may result in the Company's inability to repay its debt obligations during the 12-month period following the issuance date of these financial statements. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. VIVAKOR INC: Inks Consulting Agreement With 395 Group ----------------------------------------------------- Vivakor, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 5, 2024, the Company entered into a consulting agreement with 395 Group, LLC, a Nevada limited liability company, under which 395 agreed to provide the Company with general advisory and business development services. Specifically, 395 agreed to advise the Company for the next four months regarding capitalization, business development, business relationships, industry guidance, and assist with understanding what is happening in the Company's market space. In exchange for 395's services, the Company agreed to pay total cash compensation of $340,000 and equity compensation of 50,000 shares of the Company's restricted common stock, with one-half of the cash compensation and all the equity compensation due upon signing of the agreement and the other half of the cash compensation due in 30 days. The 50,000 shares of common stock will be issued in the near future. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, 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. VIVAKOR INC: Secures $850K Loans From Two Separate Lenders ---------------------------------------------------------- Vivakor, Inc. disclosed July 11, 2024, that it received a loan from a non-affiliated individual lender in the principal amount of $350,000 and, in connection therewith, the Company agreed to issue 15,982 restricted shares of the Company's common stock. The First Loan bears interest at the rate of 10% per annum, matures on Dec. 31, 2024, with all unconverted principal due on the maturity date and interest payable monthly on the last day of the month after the month in which the interest accrued. The Company issued a promissory note dated July 5, 2024 in connection with the First Loan. The First Note allows the holder to convert the outstanding principal and interest due under the First Note into shares of the Company's common stock at price equal to 90% of the average closing price of the Company's common stock for the previous five trading days prior to the conversion date, with a floor conversion price of $1.00 per share. The lender may not convert amounts owed under the First Note if such conversion would cause him to own more than 4.99% of the Company's common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days notice to us regarding his desire to increase the conversion limitation percentage. The Company will issue the 15,982 shares in the near future. Issuance of a Convertible Promissory Note to Related Party On July 5, 2024, the Company received a loan from Ballengee Holdings, LLC, an entity controlled by James Ballengee, the Company's Chairman, president, and chief executive officer, in the principal amount of $500,000 and, in connection therewith, the Company agreed to issue 21,552 restricted shares of the Company's common stock. The BH Loan bears interest at the rate of 10% per annum, matures on Dec. 31, 2024, with all unconverted principal due on the maturity date and all unconverted interest payable monthly on the last day of the month after the month in which the interest accrued. The Company issued a promissory note dated July 9, 2024 in connection with the BH Loan. The BH Note allows the holder to convert the outstanding principal and interest due under the BH Note into shares of its common stock at price equal to 90% of the average closing price of its common stock for the previous five trading days prior to the conversion date, with a floor conversion price of $1.00 per share. The lender may not convert amounts owed under the BH Note if such conversion would cause him to own more than 4.99% of the Company's common stock after giving effect to the issuance, which limitation may be raised to 9.99% upon no less than 61 days notice to the Company regarding his desire to increase the conversion limitation percentage. The Company will issue the 21,552 shares in the near future. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is a socially responsible operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions. Currently, the Company's efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil remediation services. Houston, Texas-based Marcum LLP, the Company's auditor since 2022, 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. VTV THERAPEUTICS: Signs Deal to Expand Newsoara License Globally ---------------------------------------------------------------- vTv Therapeutics Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on July 2, 2024, that vTv Therapeutics LLC ("vTv LLC"), a subsidiary of the Company, entered into the Second Amendment to License Agreement with Newsoara Biopharma Co., Ltd. to amend the License Agreement previously entered into between vTv LLC and Newsoara on May 31, 2018. Under the Second Amendment dated June 26, 2024, upon Newsoara's payment of the upfront fee of $20 million, the Original License will be expanded to a global license. Newsoara has up to one year from the date of the Second Amendment to pay the upfront fee; if it fails to do so, then the Second Amendment will be null and void. The Second Amendment also requires Newsoara to pay vTv LLC up to $41 million in development milestones, $35 million in sales-related milestones and royalties in the mid to upper single digits depending upon sales volumes. About vTv Therapeutics vTv Therapeutics Inc. is a clinical stage biopharmaceutical company focused on developing oral, small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by cadisegliatin (TTP399), a potential adjunctive therapy to insulin for the treatment of type 1 diabetes. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease, renal disease, primary mitochondrial myopathy, and glioblastoma and other cancers and cancer treatment-related conditions. vTv Therapeutics reported a net loss attributable to the Company of $20.25 million in 2023, a net loss attributable to the Company of $19.16 million in 2022, and a net loss attributable to the Company of $12.99 million in 2021, and a net loss attributable to the Company of $8.50 million in 2020. As of March 31, 2024, the Company had $54.18 million in total assets, $28.20 million in total liabilities, and $25.99 million in total stockholders' equity. WHITNEY OIL & GAS: Sells East Bay Assets to Torrent for $1.65MM --------------------------------------------------------------- A U.S. bankruptcy judge has given the go-signal for Whitney Oil & Gas, LLC to sell its assets in the East Bay field to Torrent Gulf Coast GIB, LLC for $1.65 million. Judge Meredith Grabill of the U.S. Bankruptcy Court for the Eastern District of Louisiana approved the selection of Torrent as the winning bidder for the assets, saying its offer will provide a "greater recovery for [Whitney's] creditors than would be provided by any other practical available alternative." Whitney previously sought court approval to sell its assets to Array Petroleum, LLC whose $700,000 offer was selected as the winning bid at a court-supervised auction held on June 3. The company rejected Array's bid and accepted Torrent's $650,000 offer after it received a $1 million support offer from Devon Energy Corporation. Although Devon did not participate at the June 3 auction, it is considered an "interested party" in that it is the legacy owner of the East Bay leases and has contingent liability for the significant plugging and abandonment obligations that remain on the East Bay leases to both the federal government and the State of Louisiana, according to Whitney's attorney, Douglas Draper, Esq., at Heller, Draper & Horn, LLC. Array and another bidder, Spectrum GOM East, LLC, did not respond to Devon's support offer. Torrent's bid, however, as written, already complied with the terms of the support offer. "Selection and approval of the Torrent [purchase and sale agreement] as opposed to the Array PSA accomplishes two goals. First, [Whitney] receives $1.65 million for the property and second, it increases the number of wells that will be plugged and abandoned as opposed to those wells going into the State of Louisiana’s orphan well program," Mr. Draper said. The East Bay assets to be sold to Torrent include certain oil and gas leases in Louisiana and its state waters, and the structures, pipelines and facilities associated therewith. Pursuant to the Torrent PSA, the assets do not include federal assets, which include all oil and gas leases with any U.S. government agency. About Whitney Oil & Gas Whitney Oil & Gas, LLC operates in the oil and gas extraction industry. The company is based in Houston, Texas. Whitney Oil & Gas filed Chapter 11 petition (Bankr. E.D. La. Case No. 23-11873) on Oct. 26, 2023, with $1 million to $10 million in both assets and liabilities. Judge Meredith S. Grabill oversees the case. Douglas S. Draper, Esq., at Heller, Draper & Horn, LLC is the Debtor's legal counsel. WISA TECHNOLOGIES: Nasdaq Confirms Equity Rule Compliance --------------------------------------------------------- WiSA Technologies, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission on July 8, 2024, that it received a letter from the Office of General Counsel of The Nasdaq Stock Market LLC dated July 3, 2024, confirming that the Company has regained compliance with the equity requirement under Nasdaq Listing Rule 5550(b)(1) as required by the Nasdaq Hearing Panel's decision dated April 5, 2024. The Panel has determined to impose a monitoring period, pursuant to Nasdaq Listing Rule 5815(d)(4)(B). If, during the Monitor Period, which lasts until July 3, 2025, the Nasdaq Listing Qualifications staff finds the Company again out of compliance with the Equity Rule, notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to such deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to such deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond and present to the Panel as provided by Nasdaq Listing Rule 5815(d)(4)(C). The Company's securities may at that time be delisted from Nasdaq. About WiSA Technologies WiSA Technologies, Inc. (NASDAQ: WISA) is a provider of immersive, wireless sound technology for intelligent devices and next-generation home entertainment systems. Working with leading CE brands and manufacturers such as Harman International, a division of Samsung; LG; Hisense; TCL; Bang & Olufsen; Platin Audio; and others, the company delivers immersive wireless sound experiences for high-definition content, including movies and video, music, sports, gaming/esports, and more. WiSA Technologies, Inc. is a founding member of WiSA (the Wireless Speaker and Audio Association) whose mission is to define wireless audio interoperability standards as well as work with leading consumer electronics companies, technology providers, retailers, and ecosystem partners to evangelize and market spatial audio technologies driven by WiSA Technologies, Inc. The company is headquartered in Beaverton, OR with sales teams in Taiwan, China, Japan, Korea, and California. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company's recurring losses from operations, a net capital deficiency, available cash and cash used in operations raise substantial doubt about its ability to continue as a going concern. WOMEN'S HEALTH: Unsecureds to Get Share of Creditors' Trust ----------------------------------------------------------- Women's Health Institute of Stockbridge, LLC filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Plan of Reorganization for Small Business dated July 2, 2024. The Debtor is a limited liability corporation. Since 2017, Debtor has been in the business of operating a medical practice. The final Plan payment is expected to be paid on December 31, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from future revenues and recoveries from bankruptcy causes of action. Class 3 consists of Non-priority unsecured creditors. Creditors in this class will receive a pro rata share of the creditors' trust after full payment of any administrative and priority claims. Class 4 consists of Equity security holders of the Debtor. Class 4 shall have interests retained. On the effective date, all assets of the estate derived from bankruptcy recovery action, or other causes of action, shall be vested in the unsecured creditors' trust ("UCT"). The UCT Responsible Person shall administer the liquidating trust assets pursuant to this plan from and after the effective date. The UCT Responsible Person shall have the ordinary and customary role and duties of a post-confirmation plan administrator, with authority to sell, collect, or otherwise liquidate any remaining assets; pursue, prosecute and settle litigation claims forming a part of the remaining assets; and lodge and prosecute objections to any claims against the Debtor's Chapter 11 estate. The UCT Responsible Person shall also be responsible for liquidating the liquidating trust assets, analyzing and reconciling claims (including filing and pursuing objections to the extent required or permitted by this Plan), pursuing the avoidance actions and causes of action, making distributions of the net asset recoveries (and any other proceeds of the liquidation trust assets, if any) to the beneficiaries of the trust in accordance with this plan and confirmation order and all other activities typically related to trust administration subject to the terms of this plan and confirmation order. A full-text copy of the Plan of Reorganization dated July 2, 2024 is available at https://urlcurt.com/u?l=GQgw8z from PacerMonitor.com at no charge. Attorney for the Debtor: Wesley J. Boyer, Esq. Boyer Terry LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Telephone: (478) 742-6481 Email: Wes@BoyerTerry.com About Women's Health Institute of Stockbridge Women's Health Institute of Stockbridge, LLC, has been in the business of operating a medical practice since 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 24-50510) on April 3, 2024. In the petition signed by Nnameka M. Umerah, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Austin E. Carter oversees the case. Wesley J. Boyer, Esq., at Boyer Terry LLC, is the Debtor's legal counsel. XTI AEROSPACE: Falls Short of Nasdaq's Bid Price Requirement ------------------------------------------------------------ XTI Aerospace, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 9, 2024, it received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days beginning on May 23, 2024, and ending on July 8, 2024, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Jan. 6, 2025, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that the common stock will be subject to delisting. The letter does not result in the immediate delisting of the Company's common stock from the Nasdaq Capital Market. The Company intends to monitor the closing bid price of the common stock and consider its available options in the event that the closing bid price of the common stock remains below $1 per share. About XTI Aerospace XTI Aerospace (XTIAerospace.com) is the parent company of XTI Aircraft Company (XTIAircraft.com), an aviation business based near Denver, Colorado, currently developing the TriFan 600, a fixed-wing business aircraft designed to have the vertical takeoff and landing (VTOL) capability of a helicopter, speeds of 345 mph and a range of 700 miles, creating an entirely new category - the vertical lift crossover airplane (VLCA). Additionally, the Inpixon (inpixon.com) business unit of XTI Aerospace is a leader in 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. ZEVRA THERAPEUTICS: Inks New $75M Equity Deal With Citizens JMP --------------------------------------------------------------- Zevra Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 12, 2024, the Company, entered into an Equity Distribution Agreement, with Citizens JMP Securities LLC, as sales agent, under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $75,000,000 through the Sales Agent. The Sales Agent may sell the Common Stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended. The Sales Agent will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Sales Agent a commission equal to 3% in the aggregate of the gross sales proceeds of any Common Stock sold through the Sales Agent under the Agreement. The Company has provided customary representations, warranties and covenants and the parties have agreed to customary indemnification rights. The Company is not obligated to make any sales of Common Stock under the Agreement. The Offering will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms. Any sales of Common Stock made pursuant to the Agreement, if any, will be made under the Company's shelf registration statement on Form S-3 (the "Registration Statement") filed on June 4, 2024, which was declared effective on June 13, 2024. The Company filed a prospectus supplement with the Commission on July 12, 2024 in connection with the Offering. On July 11, 2024, the Company delivered written notice to Citizens JMP Securities LLC and RBC Capital Markets, LLC, terminating the Equity Distribution Agreement, dated July 2, 2021, by and between the Company and the Prior Sales Agents. The termination was effective as of July 12, 2024, pursuant to Section 12(b) of the Prior Agreement. About Zevra Therapeutics Celebration, Fla.-based Zevra Therapeutics, Inc. is a rare disease company combining science, data, and patient needs to create transformational therapies for diseases with limited or no treatment options. Its mission is to bring life-changing therapeutics to people living with rare diseases. With unique, data-driven development and commercialization strategies, the Company is overcoming complex drug development challenges to make new therapies available to the rare disease community. As of December 31, 2023, the Company had $172.3 million in total assets, $110.5 million in total liabilities, and $61.9 million in total stockholders' equity. Orlando, Fla.-based Ernst & Young LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 1, 2024, citing that the Company has sustained recurring losses and negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ZION OIL: Executive Chairman Accepts Resignation of Director ------------------------------------------------------------ Zion Oil & Gas, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 8, 2024, Mr. John Brown, Executive Chairman of the Board of the Company, was notified by Mr. John T. Seery of his desire to retire from the Board of Directors. Mr. Seery has been on the Board since Sept. 1, 2018 and served on the Compensation Committee. Before serving on the Board, Mr. Seery had over 40 years of experience in the oil and gas industry. Mr. Seery thanked Mr. Brown for nominating him to the Board in 2018. "It has been a great opportunity for me" and he further said, "I'm at this point resigning my position on the board. I have had great experience with Zion Oil & Gas, enjoyed the office and board personal[ly]." Mr. Brown has accepted his resignation from the Board effective on July 8, 2024. About Zion Oil & Gas Dallas, Texas-based Zion Oil & Gas is an oil and gas exploration company with a history of 24 years of oil and gas exploration in Israel, spanning approximately 75,000 acres under the Megiddo Valleys License 434. Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 20, 2024, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. [*] Purpura, Lea, Haddad Join Blank Rome's Finance, Bankruptcy Team ------------------------------------------------------------------- Blank Rome LLP announced that Ryan T. Purpura, Matthew "Matt" D. Lea, and Ryan A. Haddad have joined the firm as partners and members of the Energy industry team. All three partners bring experience in the energy sector, with a focus on oil and gas and related energy transactions, financings, and project development. They join Blank Rome from Reed Smith LLP, where Purpura served as co-chair of the firm's global energy and natural resources industry group. The trio joins Blank Rome in the following practice groups and offices: -- Ryan Purpura joins the Corporate, M&A, and Securities group based in Houston and Pittsburgh, -- Matt Lea joins the Finance, Restructuring, and Bankruptcy group based in Houston, and -- Ryan Haddad joins the Corporate, M&A, and Securities group based in Pittsburgh. "We are thrilled to welcome Ryan, Matt, and Ryan to our firm," said Grant S. Palmer, Blank Rome's Chair and Managing Partner. "They are outstanding lawyers who have built impressive practices in the energy and finance fields, and they will enhance our capabilities to serve our clients in these key areas. Their arrival also demonstrates our strategic commitment to grow our presence and offerings in Houston and Pittsburgh, two important markets for our firm and our clients." "Ryan, Matt, and Ryan are great additions to our corporate and finance teams," said Cassandra G. Mott, partner and co-chair of the Houston office. "They have deep knowledge of the energy industry and the legal and business issues that affect our clients in this sector and in the Houston and Pittsburgh markets. Energy finance transactions for 2024 have been dynamic and reflect an increase in investment in energy transition, clean technologies, innovative financing, and mergers and acquisitions. We look forward to working with this group to further help our clients navigate the evolving energy industry landscape." Purpura represents oil and gas companies, private equity and hedge funds, and other financial institutions in mergers and acquisitions, project finance and development, and other transactions related to the energy industry. For example, he advises clients on joint ventures and other strategic combinations regarding the development of oil and gas assets, primarily in domestic shale areas. Purpura also counsels clients on acquisitions and divestitures of oil and gas assets, midstream and master limited partnership assets, and oilfield service businesses. He guides clients through financing transactions, including volumetric production payments, net profits interests, and mineral royalty funds. "Blank Rome has a stellar reputation for providing high-quality legal services to its clients across a wide range of industries, practice areas, and markets that complement our practices," said Purpura. "I am excited by the firm's strategic vision, which includes growing in Houston and Dallas. For example, Cassandra Mott and Sarah Frazier joined the Houston office three years ago to help expand the firm's transactional practice in the region and have had great success in Texas and beyond. I look forward to working with my new colleagues to grow our energy finance practices and to serve our clients with excellence." "Ryan, Matt, and Ryan bring a wealth of experience in energy finance, transactions, development, and operations that will greatly benefit our clients across the energy sector," said Susan L. Bickley, partner and co-chair of the firm's Houston office and Energy industry team. "As the energy industry undergoes a significant transformation, we are committed to helping our clients navigate the changing regulatory, economic, and environmental landscape with strategic and innovative solutions. Ryan, Matt, and Ryan will be valuable assets to our team and our firm as we continue to grow." Lea, in collaboration with Purpura, focuses on representing both lenders and borrowers in various energy financing transactions, including conventional and mezzanine and related secured transactions, and alternative structures like production payments and prepaid swap agreements. His finance practice extends to a broad range of secured and unsecured commercial finance transactions. Matt also advises clients on energy commodities and other hedging transactions, including secured hedging transactions and structured commodity transactions. Additionally, he has experience with other types of transactions such as acquisitions, divestitures, joint ventures, and the preparation and negotiation of related agreements. "There are so many opportunities for growth at Blank Rome," said Lea. "We look forward to working alongside the firm's leading finance group, our colleagues throughout the firm, and contributing to Blank Rome's collaborative culture. The three of us have complementary, supportive practices, so we wanted to join a firm that would allow us to continue to work together while also collaborating with teams across practices, industries, and offices, and we have found that at Blank Rome." Haddad counsels established and emerging energy clients on transactional matters, energy innovation and operations, primarily in oil and gas and associated sectors. He is a leading practitioner in the burgeoning carbon capture and sequestration industry, representing project developers, CO2 emitters, and landowners in connection with joint ventures, project development, pore space leasing, carbon offtake, and related matters. Haddad counsels clients on matters involving mergers, acquisitions, dispositions, finance, corporate governance, coordination of estates matters, distressed asset sales, commercial agreements and other documents associated with natural gas operations, CCS, waste-to-energy projects, and other energy development. Haddad added, "Ryan, Matt, and I are invested in each other and we have worked side by side to deliver exceptional, comprehensive client service. Our collaborative approach fits seamlessly with the culture of teamwork at Blank Rome, which will enable to us serve our clients at the highest levels." The team's arrival follows a period of exciting growth for Blank Rome's Corporate, M&A, and Securities group. Partners Jeffrey A. Fickes and Christoper DePizzo recently joined the practice as partners in the New York office. In May, the firm opened its Boston office, which has grown to over 30 attorneys with leading corporate, finance, M&A, tax, litigation, cannabis, and maritime practices. Purpura is an advisory board member for the Institute for Energy Law and a trustee on the Board of Trustees of the Energy and Mineral Law Foundation. Purpura received his J.D. and M.B.A. from the University of Pittsburgh and his B.S. from Pennsylvania State University. He has served as an adjunct professor teaching Energy Law at Duquesne University's School of Law. Lea earned his J.D. from South Texas College of Law where he was the editor-in-chief of the South Texas Law Review, and his B.A. from Vanderbilt University. Haddad received his J.D. from the American University Washington College of Law and his B.A., magna cum laude, from the University of Pittsburgh. About Blank Rome Blank Rome is an Am Law 100 firm with 16 offices and 750 attorneys and principals who provide comprehensive legal and advocacy services to clients operating in the United States and around the world. Its professionals have built a reputation for their leading knowledge and experience across a spectrum of industries and are recognized for their commitment to pro bono work in their communities. Since inception in 1946, Blank Rome's culture has been dedicated to providing top-level service to all of our clients and has been rooted in the strength of our diversity and inclusion initiatives. For more information, please visit blankrome.com. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***