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250610.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 10, 2025, Vol. 29, No. 160 Headlines 3101 SAGE RD: Gets Final OK to Use Cash Collateral 33 MAKO: Case Summary & Three Unsecured Creditors 5TH AVENUE: Case Summary & Six Unsecured Creditors 8TH AVENUE FOOD: Post Holdings Deal No Impact on Moody's Caa2 CFR AB INTERNATIONAL: Inks $350K Stock Deal With Anyone Pictures ADVENT TECHNOLOGIES: Faces Nasdaq Noncompliance Over Late Filings ALGORHYTHM HOLDINGS: Appoints Ajesh Kapoor to Board of Directors ANI ROOF: Case Summary & Nine Unsecured Creditors ARCH THERAPEUTICS: Court OKs DIP Loan; Sale Hearing Set for June 20 ARCH THERAPEUTICS: Delays Financial Reports Over Lack of Resources ARCH THERAPEUTICS: Reclassified to OTC Expert Market Under "ARTHQ" ARCH THERAPEUTICS: Weinberg & Co. Steps Down as Auditor ARTERA SERVICES: S&P Alters Outlook to Negative, Affirms 'B-' ICR ARTIFICIAL INTELLIGENCE: Outlines Growth, Strategy in May Profile ASCENT RESOURCES: Fitch Rates $500MM Senior Notes 'BB-' ASTORIA ENERGY: S&P Assigns Preliminary 'BB-' ICR, Outlook Stable ATARA BIOTHERAPEUTICS: Redmile Group Holds 9.9% Stake as of May 16 AZA TRANSPORTATION: Janice Seyedin Named Subchapter V Trustee B&G FOODS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative BECKHAM JEWELRY: Craig Geno Named Subchapter V Trustee BEELINE HOLDINGS: Sells 210K Shares for $250K Under March Agreement BEN FACKLER: U.S. Trustee Unable to Appoint Committee BINGO HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable BIOLINERX LTD: Annual Shareholders Meeting Set for June 29 BIOLINERX LTD: Posts $5.1M Net Income in First Quarter 2025 BIOXCEL THERAPEUTICS: Nasdaq Extends MVLS Deadline to Sept. 16 BOUNDLESS BROADBAND: June 12 Deadline for Panel Questionnaires CANVAS SARASOTA: Case Summary & Five Unsecured Creditors CEMTREX INC: Intracoastal Capital, 2 Others Hold 9.99% Stake CHAPMAN CBC: Arturo Cisneros Named Subchapter V Trustee CIBUS INC: Shareholders OK 2025 Employee Stock Purchase Plan CLARIOS GLOBAL: Fitch Rates New 1st Lien Secured EUR Notes 'B+' CLARIOS GLOBAL: Moody's Rates New EUR800MM Secured Notes 'B1' COMMSCOPE HOLDING: Registers 6.2M Shares Under 2019 Incentive Plan COSMOS HEALTH: Grigorios Siokas Holds 22.9% Equity Stake D LASSEN: Gets Court OK to Use Cash Collateral Until June 25 DERMATOLOGY INTERMEDIATE: S&P Lowers ICR to 'B-', Outlook Stable DIGITAL ALLY: Completes 1-for-100 Reverse Stock Split DMCC 26TH AVE: Court Extends Cash Collateral Access to July 17 DOTDASH MEREDITH: Moody's Rates New Senior Secured Notes 'B2' DOVGAL EXPRESS: Court Extends Cash Collateral Access to July 9 ECHOSTAR CORP: Shares Drop on Possible Bankruptcy Filing Reports ECOSTAR CORP: Prepares Possible Ch. 11 Filing Amid FCC Review ENCINO ACQUISITION: Fitch Puts 'B' LongTerm IDR on Watch Positive ENDI PLAZA: Voluntary Chapter 11 Case Summary ENSONO INTERMEDIATE: $150MM Loan Add-on No Impact on Moody's B3 CFR ESCALON MEDICAL: Newton Charles Carter Holds 6.2% Equity Stake F.I.A. LLC: Joseph Richard Moore Named Subchapter V Trustee FLAGSHIP RESORT: U.S. Trustee Appoints Creditors' Committee FLAME NEWCO: Moody's Affirms 'B3' CFR Amid SunCoke Transaction FLUENT INC: Phillip Frost, Frost Gamma Investments Hold 31.1% Stake FORTREA HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable FOUR HATS: U.S. Trustee Unable to Appoint Committee GAMESTOP CORP: Buys 4,710 Bitcoin GEORGIA VASCULAR : Seeks Cash Collateral Access GILLETTE ENTERPRISES: Voluntary Chapter 11 Case Summary GIO LIQUOR: Seeks Cash Collateral Access GIUSEPPE AND THE LION: Amy Denton Mayer Named Subchapter V Trustee GREEN TERRACE: Lender Seeks to Prohibit Cash Collateral Access HAMMER FIBER: Updates Restructuring, Fintech Shift and Growth Plans HAVOC BREWING: Court Extends Cash Collateral Access to June 20 HELIUS MEDICAL: All Proposals OK'd at Special Meeting IH 35 TRUCKING: Voluntary Chapter 11 Case Summary INDEPENDENCE FUEL: Amends Motion on Fueling Station Equipment Sale INGENOVIS HEALTH: Moody's Cuts CFR to 'Caa3', Outlook Stable INNOVATE CORP: DBM Global to Pay $5.5M Dividend on June 16 J-K.A.B.S. TRANSPORTATION: J. McLemore Named Subchapter V Trustee JAGUAR HEALTH: Intracoastal Capital Holds 4.99% Equity Stake JEFFERY LAND: Shapiro Management Posted $10,000 Receiver Bond KULR TECHNOLOGY: Set to Join Russell 3000 Index Effective June 30 MARIN SOFTWARE: Nasdaq Flags Continued Financial Filing Delinquency MAWSON INFRASTRUCTURE: GC Saloom Reports 158,730 RSUs MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 24.1% Equity Stake MEDICAL SOLUTIONS: Moody's Cuts CFR to 'Caa2', Outlook Stable NAKED JUICE: Moody's Hikes CFR to 'Caa2', Outlook Stable NATIONAL FOOD: Greta Brouphy Named Subchapter V Trustee NOBLE GOODNESS: Gets OK to Use Cash Collateral Until June 17 NOVA LIFESTYLE: Approves Discounted Stock and Warrants Offering OAK + FORT: Files for Creditor Protection in U.S. and Canada OAK AND FORT: Chapter 15 Case Summary ONDAS HOLDINGS: Registers 15M More Shares Under 2021 Incentive Plan OPTIV INC: S&P Lowers ICR to 'CCC' on Approaching Debt Maturities OSTERIA DEL TEATRO: L. Leali Named Successor Subchapter V Trustee OVERTON LLC: Case Summary & One Unsecured Creditor POST HOLDINGS: 8th Avenue Deal No Impact on Moody's 'B1' Rating QUALITY FIRST: Voluntary Chapter 11 Case Summary QVC GROUP: Board Suspends Quarterly Dividends for Preferred Shares RAMBLER ASSOCIATES: U.S. Wants Zvi Guttman Named as Receiver RHODE ISLAND NURSES: S&P Affirms 'BB' ICR, Outlook Stable RICHFIELD NURSING: Seeks Chapter 11 Bankruptcy in Pennsylvania RICHMOND BELLY: Gets Interim OK to Use Cash Collateral RICHMOND TELEMATICS: Court Extends Cash Collateral Access to July 1 ROCKY MOUNTAIN: Needs Additional Time to Complete Form 10-K Filing RYVYL INC: Nasdaq Extends Equity Compliance Deadline to Oct. 6 SANDY HILLS: Case Summary & One Unsecured Creditor SBLA INC: Tarek Kiem Named Successor Subchapter V Trustee SCIENTIFIC ENERGY: 2024 Net Loss Narrows to $1.1M vs $33.4M in 2023 SCOOPIE LLC: Gets Interim OK to Use Cash Collateral SCV GRAPHIC: U.S. Trustee Unable to Appoint Committee SHARP DEVELOPERS: Voluntary Chapter 11 Case Summary SIFAT LLC: Case Summary & Three Unsecured Creditors SMITH MICRO: Timothy Huffmyer Returns as COO, CFO SOLAR MOSAIC: In Chapter 11 With Deal, to Accept Bids SOLAR MOSAIC: Seeks Chapter 11 Bankruptcy in Texas STORMS FAMILY: Case Summary & Six Unsecured Creditor SUNNOVA ENERGY: Receives NYSE Notice on Delayed 10-Q Filing SUNNOVA ENERGY: Seeks Chapter 11 Bankruptcy with $8.9-Bil. Debt SUNNOVA TEP: Voluntary Chapter 11 Case Summary SUNSTONE DEVELOPMENT: U.S. Trustee Unable to Appoint Committee TANIS HOLDINGS: Nat Wasserstein Named Subchapter V Trustee TERRA LAKE: U.S. Trustee Unable to Appoint Committee THASSOS INC: Gets OK to Use Cash Collateral Until June 19 TOWN LOUNGE: Brian Shapiro Named Subchapter V Trustee TRIANGLE 40 RANCH: Voluntary Chapter 11 Case Summary TUI BAYSIDE: Case Summary & Eight Unsecured Creditors UNIFIED SCIENCE: Gets Interim OK to Use Cash Collateral VALUE EXCHANGE: Stock Moved to OTC Pink After 10-K Filing Delay VIASAT INC: CPP Investment, Canada Pension Plan Hold 3.68% Stake VIASAT INC: FY25 Net Loss Narrows to $531.1M on $4.5B Revenue VIASAT INC: Ontario Teachers' Pension Plan Board Holds 3.68% Stake VIASAT INC: Triton LuxTopHolding, Apax IX GP Hold 3.68% Stake VIASAT INC: WP Triton and Affiliates Hold 6.23% Equity Stake VIAVI SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Off Watch Neg. VIPER ENERGY: Sitio Royalties Deal No Impact on Moody's 'Ba1' CFR WOOF INTERMEDIATE: S&P Cuts ICR to 'SD' on Distressed Debt Exchange X-LASER LLC: Seeks Subchapter V Bankruptcy in Maryland ********* 3101 SAGE RD: Gets Final OK to Use Cash Collateral -------------------------------------------------- 3101 Sage Rd., LLC received final approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use cash collateral. The court's final order authorized the Debtor to use up to $11,878.79 in cash collateral to pay its monthly expenses for June and July. The Debtor projects monthly operational expenses of $7,028.79. The Debtor's cash collateral consists of rental income generated from its properties. The use of these funds is critical for the Debtor to maintain its properties and continue operating while preparing a Chapter 11 reorganization plan. The Debtor is facing a claim by Larry the Lender, LLC, which asserts a lien on the rental proceeds under Texas Property Code section 64.054. However, the Debtor argued that under Texas law, such a lien does not become effective unless the lender takes affirmative action such as taking possession of the rents or appointing a receiver, none of which has occurred. About 3101 Sage 3101 Sage Rd., LLC is a real estate debtor with a single asset, as defined in 11 U.S.C. Section 101(51B). 3101 Sage Rd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-31806) on March 31, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by Larry Vick, Esq. 33 MAKO: Case Summary & Three Unsecured Creditors ------------------------------------------------- Debtor: 33 Mako LLC d/b/a 54 Sandcastle 41 Grand Street New York, NY 10013 Business Description: 33 Mako LLC is a real estate company doing business as 54 Sandcastle, which owns a residential property at 54 Sandcastle Lane in Amagansett, New York. The Company focuses on single-asset real estate development and management in the Hamptons area. Chapter 11 Petition Date: June 3, 2025 Court: United States Bankruptcy Court Southern District of New York Case No.: 25-11256 Judge: Hon. Philip Bentley Debtor's Counsel: Joel M. Shafferman, Esq. KUCKER MARINO WINIARSKY & BITTENS, LLP 747 Third Avenue New York, NY 10017 Tel: 212-869-5030 Email: jshafferman@kuckermarino.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Zung as managing member. A copy of the Debtor's list of three unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GK5AXGI/33_Mako_LLC__nysbke-25-11256__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/2U3IWXQ/33_Mako_LLC__nysbke-25-11256__0001.0.pdf?mcid=tGE4TAMA 5TH AVENUE: Case Summary & Six Unsecured Creditors -------------------------------------------------- Debtor: 5th Avenue Furniture Warehouse Inc. d/b/a 5th Avenue Furniture 1644 5th Avenue Bay Shore, NY 11706 Business Description: 5th Avenue Furniture Warehouse Inc. is a family-owned furniture retailer located at 1644 5th Avenue, Bay Shore, New York, offering a range of home furnishings, mattresses, and accessories. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-72216 Judge: Hon. Louis A. Scarcella Debtor's Counsel: Heath S. Berger, Esq. BFSNG LAW GROUP, LLP 6851 Jericho Turnpike Suite 250 Syosset, NY 11791 E-mail: hberger@heathb127.sg-host.com Total Assets: $283,034 Total Liabilities: $2,736,974 The petition was signed by Nasser Mansour as president. A full-text copy of the petition, which includes a list of the Debtor's six unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/EP6FIFI/5th_Avenue_Furniture_Warehouse__nyebke-25-72216__0001.0.pdf?mcid=tGE4TAMA 8TH AVENUE FOOD: Post Holdings Deal No Impact on Moody's Caa2 CFR ----------------------------------------------------------------- Moody's Ratings said that 8th Avenue Food & Provisions, Inc.'s ("8th Ave") ratings including the Caa2 corporate family rating and negative outlook are unaffected following Post Holdings, Inc.'s ("Post") June 3, 2025 announcement that it had entered into a definitive agreement to acquire 8th Ave for $880 million, which includes the assumption of $111 million of finance leases. The transaction is credit positive for 8th Ave because it provides a clear path to repaying the company's existing debt and addressing maturities. Assuming the acquisition closes as anticipated, Moody's expects to withdraw 8th Ave's existing ratings upon the closing of the transaction and repayment of the existing outstanding debt. The company's $65 million senior secured first lien revolving credit facility and the remaining $613 million principal balance of its senior secured first lien term loans (as of March 31, 2025) both mature in 2025, and are rated Caa1. The $100 million senior secured second lien term loan matures in 2026 and is rated Ca. Post expects the acquisition to close on July 1, 2025. 8th Ave will use the proceeds to fully repay its outstanding debt and to acquire the remaining preferred and common equity interests in 8th Ave not currently owned by Post. Post Holdings, Inc. based in St. Louis, Missouri, manufactures, markets, and distributes branded and private label food products in categories including RTE cereal, retail and foodservice egg and potato products, and retail side dishes, sausage, cheese and other dairy and refrigerated products. The company also added a portfolio of branded and private label pet food products following the acquisition of a portion of The J.M. Smucker Company's ("Smucker") pet food business in April 2023. Some of the company's well-known brands include Honey Bunches of Oats, Pebbles, Weetabix, Alpen, Peter Pan, Papetti's, Abbotsford Farms, Egg Beaters, Simply Potatoes, Bob Evans, and Crystal Farms. Pet food brands include Rachael Ray Nutrish, Nature's Recipe, 9Lives, Kibbles 'n Bits and others. The company is publicly-traded under the ticker "POST". Revenue for the 12 months ended March 31, 2025 was $7.9 billion. 8th Avenue Food & Provisions, Inc., based in St. Louis, Missouri, is a leading manufacturer and distributor of private brand food products including peanut and other nut butters, pasta, dried fruit and nut products and granola. The company sells to retail, foodservice, and food ingredient customers. 8th Ave was formed in 2018 through a strategic carve-out of subsidiary companies previously owned by Post Holdings, Inc. Revenue for the 12 months ended March 31, 2025 was $1.1 billion. As part of the separation from Post, the private equity firm THL purchased a 39.5% equity share, while Post retained 60.5% of the common equity, which it accounts for using the equity method. Since the separation, Post and THL's common equity ownership have declined to approximately 53% and 27%, respectively, and Harvest Partners owns the sizable amount of 11% PIK preferred stock that has priority distributions to the common stock as well as some control rights. AB INTERNATIONAL: Inks $350K Stock Deal With Anyone Pictures ------------------------------------------------------------ AB International Group Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered a Securities Purchase Agreement with Anyone Pictures Limited, whereby APL agreed to purchase 1,750,000,000 shares of common stock in the Company at $0.0002 per share for a total of $350,000. The full text of the Securities Purchase Agreement is available at https://tinyurl.com/bddcrjxv About AB International Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is an intellectual property (IP) and movie investment and licensing firm, focused on the acquisition and development of various intellectual property, including the acquisition and distribution of movies. As of Feb. 28, 2025, AB International Group had $2.9 million in total assets, $990,151 in total liabilities, and total stockholders' equity of $1.9 million. Hackensack, N.J.-based Prager Metis CPAs, LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated November 26, 2024, citing that the Company had limited cash, an accumulated deficit of approximately $11.8 million and a limited working capital deficit of approximately $0.2 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. ADVENT TECHNOLOGIES: Faces Nasdaq Noncompliance Over Late Filings ----------------------------------------------------------------- Advent Technologies Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2025 was not filed with the Securities and Exchange Commission by the required due date of May 15, 2025, and because the Company's Annual Report on Form 10-K for the year ended December 31, 2024 was not filed by the required due date of March 31, 2025 and has not yet been filed. This Letter received from Nasdaq has no immediate effect on the listing or trading of the Company's shares. Under Nasdaq rules, the Company now has until Monday, June 16, 2025, to submit a plan to regain compliance with Nasdaq Listing Rules. If Nasdaq accepts the Company's plan, Nasdaq may grant an exception until Monday, October 13, 2025, as instructed by the Letter, to regain compliance with the Nasdaq Listing Rules. However, there is no assurance that Nasdaq will accept the Company's plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq's rules by October 13, 2025. The Company expects and intends to submit to Nasdaq a compliance plan no later than June 16, 2025. About Advent Technologies Headquartered in Livermore, Calif., Advent Technologies Holdings, Inc. is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent's principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA), and fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Athens, Greece-based Ernst & Young (Hellas) Certified Auditors Accountants S.A., the Company's auditor since 2020, issued a "going concern" qualification in its report dated Aug. 13, 2024, citing that the Company has suffered recurring operating losses, has a negative working capital position and has stated that substantial doubt exists about the Company's ability to continue as a going concern. The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ALGORHYTHM HOLDINGS: Appoints Ajesh Kapoor to Board of Directors ---------------------------------------------------------------- Algorhythm Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Ajesh Kapoor was appointed to serve as a member of the Board of Directors. Mr. Kapoor, age 58, has served as the Chief Executive Officer of SemiCab Holdings LLC, a subsidiary of the Company that owns and operates the Company's SemiCab AI logistics and distribution business, since July 2024 and is the Founder and Chief Executive Officer of SemiCab, Inc., a company that he founded in July 2018 that previously owned the Company's SemiCab AI logistics and distribution business. From April 2015 to July 2018, Mr. Kapoor served as the Vice President of Product Management of GT Nexus, a division of Infor, the world's largest cloud-based B2B multi-enterprise network and execution platform for global trade and supply chain management, and from April 2012 to March 2015, served as a Senior Director of GT Nexus. Earlier in his career, Mr. Kapoor served as Global Head of Supply Chain Advisory Services of the Retail, CPG and Transportation Industry segments of Wipro Technologies, a multi-national technology company that provides information technology, consulting and business process services. He was also the Co-Founder and Chief Technology Officer of GEOCOMtms, a division of Blue Yonder Group, Inc. that provides optimization software to manage multiple-stop daily delivery fleet routing and scheduling. Mr. Kapoor received a BE in Mechanical Engineering from the Indian Institute of Technology, Roorkee, an MBA from Panjab University, and an MS in Operations Research from the Georgia Institute of Technology. The Board concluded that Mr. Kapoor is qualified to serve on the Board because of his extensive logistics and supply chain technology innovation and leadership experience. Mr. Kapoor was appointed a member of the Board pursuant to that certain amended and restated employment agreement, dated May 2, 2025, among the Company, SemiCab Holdings and Mr. Kapoor, which granted Mr. Kapoor the right to serve as a member of the Board. There are no other arrangements or understandings between Mr. Kapoor and any other persons pursuant to which Mr. Kapoor was appointed director of the Company, and there are no family relationships between Mr. Kapoor and any director or executive officer of the Company. "Ajesh has been a visionary in the logistics space for over three decades. He has a tremendous passion for building networks and technology platforms with a proven track record of building successful companies and teams from the ground up," commented Gary Atkinson, CEO of Algorhythm Holdings. "He has demonstrated his substantial expertise in this space since our acquisition of the US component of SemiCab's business in July 2024. We look forward to leveraging his expertise on a broader level to accelerate the transformation of our business." Other than as disclosed or in previous filings that the Company has made with the Securities and Exchange Commission, Mr. Kapoor has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. About Algorhythm Holdings Algorhythm Holdings, Inc., fka The Singing Machine Company, Inc. -- http://www.singingmachine.com/-- is a holding company for an AI enabled software logistics business operated through its SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through the Singing Machine subsidiary. Philadelphia, Penn.-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $18,302,000 in total assets, $28,823,000 in total liabilities, and a total stockholders' deficit of $10,521,000. ANI ROOF: Case Summary & Nine Unsecured Creditors ------------------------------------------------- Debtor: Ani Roof LLC 350 N. Clark, Ste. 500 Chicago, IL 60654 Business Description: Ani Roof LLC operates as a roofing contractor serving residential or commercial clients in the Chicago area. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 25-08670 Judge: Hon. Timothy A Barnes Debtor's Counsel: Landon Raiford, Esq. TAFT STETTINIUS & HOLLISTER LLP 111 E. Wacker Drive Suite 2600 Chicago, IL 60601 Tel: (312) 527-4000 Fax: (312) 527-4011 E-mail: LRaiford@taftlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jon Morgan as managing principal. A full-text copy of the petition, which includes a list of the Debtor's nine unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/RASCMIA/Ani_Roof_LLC__ilnbke-25-08670__0001.0.pdf?mcid=tGE4TAMA ARCH THERAPEUTICS: Court OKs DIP Loan; Sale Hearing Set for June 20 ------------------------------------------------------------------- Arch Therapeutics Inc. and its fully owned subsidiary, Arch Biosurgery, Inc., previously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court, District of Massachusetts (Worcester), case 25-40409 on April 18, 2025. The Company continues to operate its business as debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Company has accepted a stalking horse bid for substantially all of its assets, subject to higher or better offers. It is anticipated that the Chapter 11 proceedings may result in the cancellation of all equity securities but with no recovery to shareholders. The Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 23, 2025, the Court entered its Final Order, authorizing, among other things: * The Company to obtain postpetition secured financing pursuant to Section 364 of the Bankruptcy Code; * Use of cash collateral; * The granting of liens and superpriority administrative expense status; * Adequate protection to the prepetition secured parties of $500,000; and * Related relief. The Interim Financing Order further provides that: * The Company will use commercially reasonable efforts to obtain confirmation of a Chapter 11 plan of liquidation, which includes: (i) a Section 363 sale of substantially all assets, free and clear of all liens, claims, and encumbrances, within seven weeks; (ii) full mutual releases among the Debtors, the DIP Lender ("DIP Lender" means Vivex Biologics, Inc. or its designees or assignees, which is also the stalking horse bidder.) and the prepetition secured parties (The term "Prepetition Secured Parties" is defined as "the existing secured creditors identified in Schedule 2 of the DIP Term Sheet.") and (iii) payment of the first $500,000 in sale proceeds to the prepetition secured parties in the form of a carve-out (the "Prepetition Carve Out"). * The DIP Lender shall serve as the stalking horse bidder for the 363 Sale, and, subject to Court approval, with a stalking horse bid consisting of (i) a credit bid of the DIP Obligations up to $900,000 (the "Capped DIP Obligations") and any approved Break-Up Fee; and (ii) plus cash equal to the sum of (A) $500,000 payable to the Prepetition Secured Parties to satisfy the Prepetition Carve Out, and (B) cure amounts for any executory contracts to be assumed and assigned. On May 23, 2025, the Court entered an order approving: (a) bidding procedures, (b) scheduling a hearing to approve the asset sale for June 20, 2025 at 11:00 AM EDT in the US Bankruptcy Court in Worcester, MA with appearances also permissible via Zoom, (c) the form and manner of notice, (d) the asset purchase agreement with the proposed buyer or another bidder providing a higher or better offer, (e) a sale free and clear of all liens, claims, encumbrances, and (f) the assumption and assignment of certain executory contracts. The commencement of the Chapter 11 case described constitutes an "Event of Default" under the Company's Convertible Notes, which were previously disclosed in the Company's periodic filings. As a result, all outstanding obligations under the Credit Agreements became immediately due and payable, and all related lender commitments were automatically terminated. Mature Convertibles Note Obligations: As previously disclosed in the Company's Current Reports on Form 8-K filed with the SEC, the Company entered into a series of secured promissory notes with certain institutional and accredited individual investors. The Notes are past maturity and include among their events of default the Company's failure to uplist to a national securities exchange, a condition that has not been met. Due to capital constraints, the Company is cannot meet its repayment obligations. The Company continues to seek strategic alternatives for the sale of its assets. No assurances can be given regarding the success or timing of these efforts, except that the Company will cease to do business after the sale of its assets. Governance and Operations: * The Company's Board of Directors currently comprises two members, one of whom is independent. Accordingly, the Company may not meet applicable governance requirements. * The Company's management currently consists of a single officer who serves as CEO, CFO, and Chairman. As such, the Company cannot provide assurance that it can fulfil all of its management, oversight, financial reporting, and operational obligations due to limitations of the bankruptcy case and the budget annexed to the financing motion. * The Company can provide no assurance that it can update its shareholders and regulators regarding material developments as it lacks the financial wherewithal and personnel. About Arch Therapeutics Inc. Arch Therapeutics Inc. is a medical technology company operating in the diagnostic laboratory sector (NAICS code 6215). Arch Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 25-40409) on April 18, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by Alan L. Braunstein, Esq. at Riemer & Braunstein, LLC. ARCH THERAPEUTICS: Delays Financial Reports Over Lack of Resources ------------------------------------------------------------------ Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company has not filed its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 due on December 29, 2024, its Quarterly Report on Form 10-Q and related Notification of Late Filing on Form 12b-25 for the quarter ended December 31, 2024, or its Quarterly Report on Form 10-Q and related Notification of Late Filing on Form 12b-25 for the quarter ending March 31, 2025, or other material reports with the Securities and Exchange Commission due to insufficient personnel and financial resources. The Company remains and anticipates that it will remain non-compliant with its periodic reporting obligations under the Securities Exchange Act of 1934, as amended, which will affect the Company's eligibility to use certain registration statements and other forms under the Act. About Arch Therapeutics Inc. Arch Therapeutics Inc. is a medical technology company operating in the diagnostic laboratory sector (NAICS code 6215). Arch Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 25-40409) on April 18, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by Alan L. Braunstein, Esq. at Riemer & Braunstein, LLC. ARCH THERAPEUTICS: Reclassified to OTC Expert Market Under "ARTHQ" ------------------------------------------------------------------ Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company was unable to satisfy the continued listing requirements of the OTCQB and OTC Pink Markets. As a result, and pursuant to the rules of OTC Markets Group, Inc., the Company's securities have been reclassified to the OTC Expert Market under the symbol "ARTHQ". About Arch Therapeutics Inc. Arch Therapeutics Inc. is a medical technology company operating in the diagnostic laboratory sector (NAICS code 6215). Arch Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 25-40409) on April 18, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by Alan L. Braunstein, Esq. at Riemer & Braunstein, LLC. ARCH THERAPEUTICS: Weinberg & Co. Steps Down as Auditor ------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Weinberg & Company, P.A. notified the Company of its resignation as the independent registered public accounting firm for the Company, effective immediately. Weinberg's report on the Company's consolidated financial statements as of and for the fiscal year ended September 30, 2023, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report contained an explanatory paragraph regarding the existence of substantial doubt about the Company's ability to continue as a going concern. During the Company's fiscal year ended September 30, 2023, and through May 22, 2025, there were no disagreements with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weinberg, would have caused Weinberg to make reference to the subject matter of the disagreements in its reports on the financial statements for such years. Also, during this same period, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K other than a material weaknesses in internal controls related to the Company's inability to timely file periodic reports. About Arch Therapeutics Inc. Arch Therapeutics Inc. is a medical technology company operating in the diagnostic laboratory sector (NAICS code 6215). Arch Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 25-40409) on April 18, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by Alan L. Braunstein, Esq. at Riemer & Braunstein, LLC. ARTERA SERVICES: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating and revised the outlook to negative from stable on Artera Services LLC. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's senior secured credit facilities and lowered our recovery rating to '4' from '3'. The recovery rating of '4', indicates our expectation for average recovery (30%-50%; rounded estimate: 40%) in the event of a default. The lower recovery rating reflects our revised expectation of the company's EBITDA in a hypothetical distressed scenario. "The negative outlook reflects the potential that we could lower the ratings if we view the capital structure as unsustainable which could occur if liquidity becomes constrained or if the path to deleveraging becomes less likely." Artera has underperformed expectations following the 2024 refinancing, resulting in deteriorated credit metrics. S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA of 9.8x in 2025, improving to 9.2x in 2026. This is much higher than our previous expectations for leverage to be 5.9x in 2025 after the refinancing in early 2024. Our revised expectations reflect rate case approval delays, weaker demand for projects in the gas transmission segment, and inefficient operating activity as a result of field productivity challenges from quality issues with service delivery and lower utilization. Our base case assumes the operating environment for the company's core gas distribution improves in the remainder of the year in addition to successful execution on its initiatives to mitigate top line and EBITDA margin declines. However, the timing for a material rebound is uncertain, and we believe further deferral of customers' capital expenditure (capex) could materially reduce Artera's financial flexibility and drain liquidity." Artera generated negative EBITDA in the first quarter of 2025 with the typical slowdown from seasonality further exacerbated by more pronounced weather related slowdowns causing underutilized crews. We note that after the first quarter of 2025, Artera disclosed a customer terminated a service agreement. Accordingly, the company is attempting to increase share with existing customers and increase revenue in adjacent end markets including water and sewer. The improvement in leverage will therefore be partially dependent on Artera's ability to take share from competitors in addition to customers increasing their capex. S&P said, "Accordingly, we forecast revenue growth between negative 5% and 0% in 2025 and 0%-5% in 2026. We also expect S&P Global Ratings-adjusted EBITDA margin in the 9%-10% area in 2025 (previous: 11.7%) improving to 9.5%-10.5% in 2026.The company is rightsizing its cost structure in Massachusetts, which we expect will contribute to margin improvement. We also forecast the company will realize about $25 million of additional cost savings (including productivity, procurement, and fleet management improvement) through the remainder of 2025. "We believe Artera's liquidity is sufficient to withstand some near-term weakness in the softer demand environment. The company had about $103 million of cash on hand and combined availability of approximately $325 million under its various revolving credit facilities at the end of the first quarter. However, the next maturity is in February 2027 on the securitization facility, which could limit liquidity if the facility is not refinanced. We believe Artera's liquidity position could also worsen if FOCF deficits increase due to continued underperformance, which has largely offset the benefit from lower interest expense following the refinancing. We forecast Artera will generate reported FOCF in the negative $30 million to negative $5 million area in 2025 (in line with our previous expectation of a $25 million FOCF deficit) and improve to the negative $10 million to positive $10 million area in 2026. "We believe it is likely that the company will pursue M&A to accelerate end-market expansion and forecast acquisitions of $30 million-$60 million in 2025. Working capital inflows were meaningfully positive in the first quarter, due to seasonality and improvements in days sales outstanding. We expect working capital deficit spending in the second quarter and forecast full-year working capital deficit spending around $10 million in 2025 to support end-market expansion. If working capital deficit spending is more pronounced than we forecast, it would also reduce liquidity. "The capital structure could become unsustainable if operating conditions do not improve over the next few years. Given the company's elevated leverage, we could view the company's capital structure as unsustainable if leverage continues to increase without a clear path toward deleveraging. We note the company has a $300 million first-lien term loan, which has paid in kind (PIK) interest compounding at a rate of 9.75% quarterly (approximately $335 million outstanding at the end of the first quarter). We estimate this will increase debt by $33 million in 2025 (not including amortization on other credit facilities), and the rate at which it grows will increase annually thereafter. As such, if liquidity worsens as leverage is elevated, we could view the capital structure as unsustainable. Further, if its interest coverage worsens, we could also view the capital structure as unsustainable. "There is some near-term uncertainty in our forecast due to the evolving regulatory environment at state and federal governments. We expect long-term demand for maintenance, repair and upgrade related work from natural gas utilities will remain in place. This will likely support growth in Artera's gas distribution segment. In the near term, however, there is uncertainty in specific regions within the U.S., particularly in Massachusetts where Artera recently lost a customer. Rate case approvals have been somewhat mixed contingent on jurisdiction of the utility. In Massachusetts, utilities capex was reduced by lower customer spend this past winter as heating prices increased, which delayed rate increases. "Furthermore, we also believe there is risk that utilities could push back on pricing increases, which would pressure maintenance service providers. While the company has partially addressed this through repricing some of its offerings it remains exposed to contracts that have yet to be repriced. "The negative outlook reflects the potential that the capital structure could become unsustainable. We expect leverage will remain elevated while cash flows remain negative over the next 12 months due to weaker-than-expected customer demand and operational inefficiency." S&P could lower its ratings on Artera if operating performance worsens further and we view the capital structure as unsustainable or if S&P views liquidity as likely to become constrained. This could happen if: -- Customer attrition or delayed productivity improvement continue, which further delay deleveraging and positive FOCF generation; -- The company cannot implement its planned price increases and cost savings initiatives; or -- The company's working capital needs increase well beyond our base-case assumption. S&P could revise the outlook to stable if leverage improves and we expect the company will be able to generate sustained positive reported FOCF. This could happen if: -- Demand from natural gas customers improves or if the company is successful in expanding into adjacent end markets; -- The company improves profitability through cost-savings initiatives, productivity improvements, and business mix; or -- The company prioritizes deleveraging with debt repayment in lieu of pursuing debt-financed acquisitions. ARTIFICIAL INTELLIGENCE: Outlines Growth, Strategy in May Profile ----------------------------------------------------------------- Artificial Intelligence Technology Solutions, Inc., has published its most comprehensive Company Profile to date, offering stockholders, fans, and market followers a detailed look into the Company's rapid growth, product innovations, and strategic pathway toward an intended uplisting to NASDAQ between 2027 and 2029. This new resource consolidates AITX's exciting solutions and outlook into a single, accessible document designed to inform and energize the Company's expanding audience. The May 2025 Company Profile is now available for those interested in learning more about AITX's strategy, solutions, and growth trajectory. To access the document options, simply follow this link, https://aitx.ai/request-aitx-company-profile/. The May 2025 Company Profile brings together a full spectrum of information, including an in-depth overview of AITX's business model, its growing suite of agentic AI-driven security solutions, leadership team, and milestones achieved over recent years. For the first time, stockholders and the broader AITX community can access a single document that illustrates not only what the Company has built, but how its disciplined approach and relentless execution are positioning AITX for continued growth in the evolving security technology sector. "It's thrilling to be able to share this document," commented Steve Reinharz, founder, CEO and CTO of AITX. "It reflects our focus and vision for the present and the near future. Our team's dedication has transformed AITX into a leader in AI-driven security, and we are committed to building on this momentum as we enter our next phase of growth and market expansion." The release of the Company Profile comes as AITX accelerates its deployment pace and expands its reach into new sectors. The Company's proprietary agentic AI platform, SARA™ (Speaking Autonomous Responsive Agent), powers a growing lineup of autonomous devices now live in logistics, healthcare, education, retail, residential, and municipal markets. By replacing outdated guard services and legacy cameras with proactive, intelligent solutions, AITX is helping clients transition to modern security. As demand for AI-driven protection continues to rise, the Company's focus on execution and real-world results is translating into strong recurring revenue growth and increasing market visibility. "We now have a robust lineup of solutions that address the core needs of our target markets," added Reinharz. "While the foundation of our product set is firmly in place, we expect to provide future updates to the Company Profile as our business evolves, and new opportunities emerge." Looking ahead, AITX remains committed to delivering sustained growth through operational discipline and a focus on fundamentals. The Company's priorities include achieving positive operational cash flow and reaching its milestone goal of $1 million per month in recurring monthly revenue. By maintaining a measured approach to resource allocation and product development, AITX is positioning itself to meet the requirements for an eventual NASDAQ uplisting, while continuing to build momentum across its target markets. AITX, through its subsidiary, Robotic Assistance Devices, Inc. (RAD), is redefining the nearly $50 billion (US) security and guarding services industry1 through its broad lineup of innovative, AI-driven Solutions-as-a-Service business model. RAD solutions are specifically designed to provide cost savings to businesses of between 35%-80% when compared to the industry's existing and costly manned security guarding and monitoring model. RAD delivers these tremendous cost savings via a suite of stationary and mobile robotic solutions that complement, and at times, directly replace the need for human personnel in environments better suited for machines. All RAD technologies, AI-based analytics and software platforms are developed in-house. The Company's operations and internal controls have been validated through successful completion of its SOC 2 Type 2 audit, reinforcing the Company's credibility with enterprise and government clients who require strict data protection and security compliance. RAD has a prospective sales pipeline of over 35 Fortune 500 companies and numerous other client opportunities. RAD expects to continue to attract new business as it converts its existing sales opportunities into deployed clients generating a recurring revenue stream. Each Fortune 500 client has the potential of making numerous reorders over time. About Artificial Intelligence Technology Headquartered in Ferndale, Mich., Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges, and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-R, RAD-M, and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services, allowing experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced costs. AITX solutions are well-suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2025, attached to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2025, citing that the Company had negative cash flow from operating activities of approximately $12.2 million, an accumulated deficit of approximately $156.5 million and negative working capital of approximately $2.5 million as of and for the year ended February 28, 2025, which raises substantial doubt about its ability to continue as a going concern. ASCENT RESOURCES: Fitch Rates $500MM Senior Notes 'BB-' ------------------------------------------------------- Fitch Ratings has assigned Ascent Resources Utica Holdings, LLC's (Ascent) proposed $500 million new senior notes issue a 'BB-' rating with a Recovery Rating of 'RR4'. Ascent's ratings reflect expectations of positive FCF over the rating horizon, decreased leverage, above-average production scale, and strong hedge book. These factors are offset by relatively high firm transportation costs, which results in netbacks that are slightly lower than that of its peers. Fitch believes Ascent will maintain access to debt capital markets and generate FCF, despite volatile natural gas prices and occasionally challenging debt capital markets. The Positive Outlook reflects Fitch's belief that Ascent will maintain low leverage and continue to pay down the revolver over time. Key Rating Drivers Consistent FCF Generation: Ascent's consistent trend of positive FCF generation is a credit positive. Ascent is expected to maintain production in the 2.0-2.2 billion cubic feet equivalent per day (bcfe/d) range, which should allow for positive FCF at Fitch's base case prices. Further FCF growth could be realized by lower firm transportation costs, continued drilling, and completion efficiencies. Fitch expects FCF to be used for debt repayment and shareholder distributions. Scale and Operating Profile: Ascent's reserve base and production scale are credit positives. In terms of both these metrics, Ascent is meaningfully larger than 'B' category Fitch-rated issuers. The reserve and production scale each align with the 'bbb' category in Fitch's navigator. The company's ability to maintain production while spending below CFO further supports its credit quality. Netbacks Curtailed: Ascent generates strong realized pricing compared to its peers, but higher operating costs due to high firm transportation costs offset this advantage. Although firm transportation costs are relatively high, Fitch believes the risk of Ascent being exposed to production mismatches is very low as the volumetric commitments are well below production levels. The various contracts expire over time until 2032. Therefore, Fitch does not expect material savings in the near term. Protective Hedging Program: Ascent's strong and consistent hedging policy protects the company's cashflow. For 2025, the company has hedged nearly 80% of expected oil production at $70.36/bbl and around 85% of expected natural gas production at around $3.80/mcf. Natural gas hedging extends as far as 2027 with about 70% of expected gas production hedged in 2026 at $3.72/mcf and about 25% of expected 2027 production hedged at $3.81/mcf. Fitch believes that the hedging program protects current capital spending and debt reduction plans given the pricing environment. Conservative Capital Structure: Ascent's capital structure and capital allocation policies support its credit quality. Ascent seeks to balance debt repayment with shareholder distributions and targets total debt below $2 billion. Fitch's forecast shows Ascent generating positive FCF, paying down the revolver, and achieving this debt target within the next few years. Leverage will remain below 2x throughout the forecast. Peer Analysis Ascent's Fitch-calculated EBITDA leverage of 1.6x as of Dec. 31, 2024, is in line with other peer-rated entities. In 2024, Ascent's production of 2,166 million cubic feet of natural gas equivalent per day (mmcfe/d) significantly exceeded 'B' category peers such as Comstock Resources Inc. (Comstock; B/Stable) at 1,442 mmcfe/d, and Gulfport Energy Corporation (B+/Stable) at 1,054 mmcfe/d, as well as higher-rated peer CNX Resources Corporation (CNX; BB+/Stable) at 1,505 mmcfe/d. However. its production is less than EQT Corporation's (EQT; BBB-/Stable) 6,088 mmcfe/d. Ascent generated Fitch-calculated unhedged, levered netbacks of $0.70/thousand cubic feet equivalent (mcfe) in 2024, which is below most other gas-producing peers such as Gulfport Energy Corporation and Comstock, but in line with its Appalachian peer CNX. Ascent generates a relatively high realized price compared with its peers, but this is offset by higher firm transportation costs. Key Assumptions - Henry Hub natural gas price of $3.25 per thousand cubic feet (mcf) in 2025, $3/mcf in 2026 and $2.75 thereafter; - West Texas Intermediate oil price of $60 per barrel (bbl) in 2025 and 2026 and $57/bbl thereafter; - Production is flat to modestly down; - Capex of $775 million to $850 million over the forecast horizon; - FCF used for debt reduction and shareholder distributions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening of commitment to stated financial policy, including the hedging program; - Sustained weaker FCF generation; - Mid-cycle EBITDA leverage sustained above 2.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Significant FCF generation that is applied to debt repayment; - Improvement in netbacks relative to peers; - Mid-cycle EBITDA leverage sustained below 1.5x. Liquidity and Debt Structure Ascent had cash on hand of $7 million as of March 31, 2025, and $1,431 million of availability under its RBL after $485 million of borrowings and $84 million of letters of credit. The revolver matures on June 30, 2029. The facility has two financial maintenance covenants: a debt/EBITDA covenant in which the ratio cannot be more than 3.5x and a current ratio covenant in which the ratio cannot be less than 1.00. The company is incompliance with both covenants. The revolver maturity was extended from 2027 to 2029, with a springing maturity 91 days prior to the earliest date that any single series of notes mature if the outstanding principal is greater than or equal to $350 million. Fitch expects FCF to be used to repay revolver borrowings. Issuer Profile Ascent is one of the largest producers of natural gas in the U.S. in terms of daily production. It is focuses on exploring, developing, producing and operating natural gas and oil properties in the Utica Shale in the Appalachian Basin. Date of Relevant Committee 10-Mar-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Ascent Resources Utica Holdings, LLC senior unsecured LT BB- New Rating RR4 ASTORIA ENERGY: S&P Assigns Preliminary 'BB-' ICR, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB-' rating on Astoria Energy LLC's (AEI) proposed $900 million senior secured term loan B (TLB). The recovery rating is '2' (75%). Astoria Energy LLC will refinance its approximately $650 million existing senior secured TLB maturing December 2027 with a seven-year, $900 million senior secured TLB facility maturing in 2032. The project's current senior secured revolving credit facility (RCF) and senior secured debt service reserve (DSR) facilities expiring in 2025 will be replaced with a five-year senior secured RCF and senior secured DSR facilities of $30 million and $36 million, respectively. AEI will use the proceeds to repay its existing TLB, fund a payment to the consortium of sponsors, and pay transaction-related fees and expenses. S&P said, "Based on our view of the project's competitive potential, as well as our projections for market-driven variables such as energy and capacity pricing across NYISO, we forecast a minimum debt service coverage ratio (DSCR) of 1.71x through the forecast period (2025-2047). "The stable outlook reflects our expectation for steady operations and sufficient cash flow generation through the TLB period and beyond to service the project's debt service obligations." AEI is a 582-megawatt (MW; summer)/668 MW (winter) combined-cycle natural gas-fired power plant in Zone J (New York City), a highly constrained and competitive electricity region in NYISO. The power plant commenced commercial operations in mid-2006, supplying power to Consolidated Edison Inc. under a 10-year power purchase agreement through mid-2016, and it became a merchant generator when that contract expired. The facility consists of two GE PG7241 (7FA) combustion turbine generator (CTG) sets, two Alstom heat recovery steam generators (HRSG) with supplemental firing capability, and one Alstom Model STF25 steam turbine generator (STG). Natural gas is the primary fuel. Low sulfur distillate fuel oil is stored on-site and serves as a backup fuel. The project also benefits from a distribution stream from a non-pledged, sister project, Astoria Energy II LLC (AEII). Under S&P's current forecast, distributions from AEII compose around 15% of AEI's gross margin through 2047. S&P said, "Our updated forecast features an increase of both AEI's and AEII's asset lives from 2043 to 2047, albeit at levels of dispatch reflecting the characteristics of peaking facilities. Recent developments have informed our updated view that dispatchable gas-fired generation should be required in Zone J for reliability longer than previously anticipated. Before the recent policy-driven impediments to offshore wind development, the state of New York had communicated it was likely to miss its 2030 renewable generation target, suggesting that 2033 was possible. We believe the federal freeze on offshore wind leasing and permitting are signals that no additional offshore wind development will occur during the current presidential administration, which will likely further delay achieving this target. "Simultaneously, we expect major load growth to occur in Zone J over the coming years because of economic growth and state policies that promote the electrification of home heating and transportation. This growing load could make it more difficult to retire generators like Astoria due to reliability concerns. "Additionally, although the next several decades will likely bring about technological innovation, dispatchable clean technologies are still in their infancy. We view it as unlikely that these resources will be able to fully supplant dispatchable gas-fired assets in time to meet New York's 2040 emissions-free generation target, especially in Zone J where development of new resources is especially costly and complex. As these technologies come on-line, should there be any need for gas-fired assets to continue operating in Zone J it is likely that Astoria will be among them given its efficiency and emissions profile when compared to other Zone J peers. "Astoria is currently the second most efficient facility in Zone J. To reflect Astoria's relative advantage compared to peers, we revised its competitive position assessment to strong, which effectively lowers its operating phase business assessment to '9' from '10'. Although we believe Astoria will continue to operate into the mid-to late-2040s, we assume dispatch levels more in-line with mid-merit and peaking facilities, with AEI's capacity factors averaging about 30% from 2040–2047. "Our forecast incorporates our view that favorable dynamics in the Zone J energy and capacity markets will continue in the near-to-mid future, and our energy margins and capacity revenues have improved as a result. AEI has been dispatching more energy relative to its historical standards--about 80% of its capacity versus 60%-70% previously--primarily because of its increased utilization during off-peak hours. The factors that are likely driving this dynamic are the retirement of the Indian Point nuclear power station in 2021 and improving competitiveness of efficient New York City generators relative to imports, as well as increased load over 2024. We expect these trends to continue. "As power demand grows in adjacent markets (i.e., PJM) that import power into Zone J, it is likely that efficient in-city generators like Astoria will remain competitive. Additionally, we expect load and energy consumption to grow over our forecast period. "In contrast with increasing demand levels, we do not expect meaningful capacity additions to come online until 2027, which should drive higher dispatch and power prices over this time. Our forecasted capacity factors average around 77% over the term loan period." Capacity factors decline over time to reflect the penetration of lower cost resources and generation. AEI's hedging book and our forward curves also indicate incremental spark spread strength due to similar dynamics. AEI has hedged spark spreads at attractive levels through 2027. In 2025, AEI hedged between 150-300 MW at weighted dirty sparks of about $34 per megawatt-hour (MWh) (ATC) to $53/MWh (Peak). These levels are higher than the previous year's hedges and indicate forward curve strength. S&P's clean spark spreads now average about $16/MWh over the TLB period. S&P said, "Our forecast also incorporates an upward revision to capacity prices from our previous assessment, in-line with our published house view. Summer 2025 prices recently cleared at $13.38 KW/Mo in April, down from the $17 KW/Mo range from the previous summer. We believe this is attributable to methodology changes in the calculation of the locational capacity requirement (LCR), which determines how much in-city generation must be procured to serve demand considering transmission constraints. "Going forward, we expect prices will respond to tight demand and supply conditions over the coming years. We expect the nearest sources of meaningful capacity will be the addition of the Champlain Hudson transmission line and Empire Wind in 2027. "Additionally, as renewables begin to penetrate Zone J, we expect their capacity market contribution with be limited due to accreditation rules. We expect prices of $14 KW/Mo in Summer 2026, $16 KW/Mo in Summer 2027, and $12.5 KW/Mo in Summer of 2028 and prices of $9 KW/Mo and $8 KW/Mo in Winter 2025 – 2027, and 2027 – 2028, respectively. Note that these prices are escalated by inflation thereafter. "All else equal, an anticipated increase in debt at AEII will reduce distributions to AEI throughout our forecast. However, this is partially offset by a pay down of debt at AEI, per the provisions governing AEII's potential refinancing in the marketing term sheet. At AEII's assumed refinancing in December 2027, we assume the debt at AEII is upsized to the maximum leverage of 4.5x, which, based on AEII's projected earnings at that time, correspond to debt of about $717 million. "Per the marketing term sheet, we calculate a mandatory prepayment of about $65 million on AEI's debt at the time of AEII's refinancing. We derive the mandatory prepayment amount from a difference of about $260 million from the outstanding balance of AEII's debt ($457 million) at AEII's assumed refinancing date. We then subtract $25 million permitted for necessary capital expenditure (capex) before accounting for 55% ownership. Finally, we apply an excess cash flow sweep percentage of 50%, which we forecast will be in effect at that time. "The debt reduction strengthens AEI's coverage ratios, which would be lower otherwise because of higher debt service at and decreased distributions from AEII on account of its upsizing. We now expect distributions from AEII to make up around 15% of gross margin through AEI's life. "The stable outlook reflects our expectation of strong debt service coverage ratios (2.5x–2.75x) during the TLB period and a minimum DSCR of about 1.71x in the refinancing period (2032–2047). This is based on our refinancing assumptions, as well as our forward-looking view of energy and capacity markets." S&P could consider a negative rating action if: -- S&P expects the minimum DSCR to fall below 1.60x during the project's life (including the refinancing period) on a sustained basis. This could result from lower-than-expected capacity factors, weaker energy margins, depressed capacity prices, and operational issues such as forced outages and lower plant availability; -- The project's cash flow sweeps are lower than S&P expects, which would increase the residual debt outstanding at TLB maturity and potentially weaken the projected DSCRs in the post-refinancing period, absent any improvement in market conditions; -- S&P's view of the project's ability to withstand adverse economic and operating conditions weakens; or -- S&P's view of AEII's credit quality deteriorates below AEI's current rating level. S&P could consider a positive rating action if: -- S&P said, "We envision the project achieving DSCRs above 2.0x throughout the debt life, including the post-refinancing period (2032-2047). This could occur if our long-term outlook for capacity prices improves, or if the project's financial performance exceeds our forecast due to any other factors (such as improved energy margins or higher dispatch), leading to lower-than-expected debt outstanding at TLB maturity;" or -- S&P believes that market conditions for generators in Zone J have strengthened and the change is sustainable in the long term. Given that S&P views AEII as a structural counterparty, AEII's credit quality would have to improve to raise the rating on AEI. ATARA BIOTHERAPEUTICS: Redmile Group Holds 9.9% Stake as of May 16 ------------------------------------------------------------------ Redmile Group, LLC, RedCo I, L.P., Redmile Biopharma Investments II, L.P., and Jeremy C. Green disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of May 16, 2025, they beneficially owned an aggregate of 705,207 shares of Atara Biotherapeutics, Inc.'s common stock, par value $0.0001 per share. These shares represent 9.9% of the outstanding common stock of Atara Biotherapeutics, Inc., based on the sum of: (i) 5,961,391 shares of Common Stock outstanding as of May 7, 2025, as reported by the Company in its Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 15, 2025; plus (ii) 834,237 shares of Common Stock issued in the Registered Offering as reported by the Company in its Form 8-K dated May 14, 2025 filed with the SEC on May 16, 2025, plus (iii) 263,506 shares of Common Stock issuable upon exercise of the Warrants directly held by the Redmile Funds, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of those Warrants. The reported ownership includes shares held directly by RedCo I and Redmile Biopharma Investments II, L.P., as well as shares issuable upon the exercise of certain pre-funded warrants, which are restricted from full exercise due to a contractual ownership cap. Redmile Group, LLC may be reached through: Jeremy C. Green Managing Member One Letterman Drive, Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129 A full-text copy of Redmile Group's SEC report is available at: https://tinyurl.com/4nkvxtvj About Atara Biotherapeutics Atara Biotherapeutics, Inc. -- atarabio.com -- is a biotechnology company focused on developing off-the-shelf cell therapies that harness the power of the immune system to treat difficult-to-treat cancers and autoimmune conditions. With cutting-edge science and differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. The Company's advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies that target EBV, the root cause of certain diseases, in addition to next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. Atara is headquartered in Southern California. San Francisco, Calif.-based Deloitte & Touche LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 7, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Atara Biotherapeutics had $109.1 million in total assets, $206.4 million in total liabilities, and a total stockholders' deficit of $97.28 million. AZA TRANSPORTATION: Janice Seyedin Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Janice Seyedin as Subchapter V trustee for AZA Transportation, Inc. Ms. Seyedin will be paid an hourly fee of $295 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Seyedin declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. About AZA Transportation Inc. AZA Transportation, Inc. is a trucking and freight transportation company based in Mount Prospect, Ill. AZA Transportation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-07409) on May 14, 2025. In its petition, the Debtor reported estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Judge Michael B. Slade handles the case. The Debtor is represented by Joel A. Schechter, Esq., at the Law Offices of Joel Schechter. B&G FOODS: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Ratings affirmed B&G Foods, Inc.'s ("B&G") B3 Corporate Family Rating and B3-PD Probability of Default Rating and changed the rating outlook to negative from positive. At the same time, Moody's downgraded the ratings on the existing senior secured first lien debt (including the revolving credit facility, term loan, and secured notes) to B2 from B1. Moody's affirmed the Caa2 rating on the existing senior unsecured notes. The speculative grade liquidity rating remains unchanged at SGL-3. The outlook revision to negative reflects operating performance that was weaker than expected, resulting in debt-to-EBITDA leverage rising to 7.3x (Moody's adjusted) for the last twelve month (LTM) period ended March 29, 2025. Moody's now expects leverage to remain above 7x over the next 12–18 months due to a challenging operating environment. Organic sales declined approximately 11% in 1Q25, driven by a pressured consumer, retailer inventory destocking early in the year, the Easter timing shift, and elevated promotional activity—particularly in the Green Giant business. Volume declined about 9% in the quarter. Moody's expects volume pressure to persist throughout the year, though trends should improve in the second half as comparisons ease. The company has implemented a cost savings program to help mitigate some of this pressure. However, persistent volume weakness could further erode earnings. Additionally, tariffs may weigh on profitability, as the company imports various raw materials for its spices and seasonings business from Asia. Nonetheless, Moody's affirmed the B3 CFR, reflecting B&G's adequate liquidity and Moody's expectations for modest deleveraging, supported by projected positive free cash flow and debt reduction. Still, leverage could rise further if earnings continue to deteriorate. B&G's SGL-3 speculative grade liquidity rating reflects the expectation that the company will maintain adequate liquidity over the next 12 months. Liquidity is supported by $61 million in cash as of March 29, 2025, and access to its $475 million revolving credit facility. However, covenant constraints limit revolver availability to an estimated $50-60 million. Moody's projects free cash flow (after dividends) of approximately $40 million in 2025 and $25–$35 million in 2026, which is sufficient to cover the $4.5 million annual amortization on the term loan. Liquidity could weaken if the company does not address the $550 million senior unsecured notes due September 2027 over the next 12-15 months. The revolver and term loan maturities spring to June 2027 (91 days prior to the unsecured maturity) if the note maturities are not refinanced. A refinancing would likely raise interest costs and weaken free cash flow. Asset sales or equity issuance could reduce the refinancing need, but Moody's expects most of the amount will need to be refinanced. Covenant headroom within the revolver's financial maintenance covenants remains limited. As of March 29, 2025, the company had less than 0.25x cushion under both its 1.75x minimum interest coverage and 7.00x maximum net leverage covenants. Moody's expects this cushion to remain tight over the next 12 months, with potential for breach if earnings deteriorate. The term loan does not have financial maintenance covenants. The downgrade of the ratings on the senior secured first lien debt to B2 from B1 reflects a shift in the capital structure mix following the repayment of the 2025 unsecured notes with cash and secured revolver borrowings. The reduction in the proportion of unsecured debt lowers the expected recovery on the secured debt in the event of a default. The B2 senior secured first lien debt rating is one notch above the B3 CFR, reflecting its effective priority relative to the remaining unsecured debt. The senior secured debt has a first-lien security interest in substantially all assets of the company and guarantees from all present and future domestic subsidiaries. The Caa2 rating on the $550 million 5.25% senior unsecured notes due September 2027 reflects the effective subordination relative to the aforementioned first-lien debt. RATINGS RATIONALE B&G's B3 CFR reflects the company's high financial leverage and relatively aggressive financial policies, highlighted by large dividend payments and the periodic use of debt to fund potentially large acquisitions. B&G's dividend policy limits the company's ability to reduce debt and leverage with internal cash flow generation. The rating also reflects B&G's small scale relative to more highly rated industry peers, its acquisitive growth strategy, and earnings vulnerability to inflationary and volume pressures. B&G's debt-to-EBITDA leverage is elevated at 7.3x (Moody's adjusted) for the last 12 month period ended March 29, 2025, and is projected to remain above 7x over the next 12-18 months due to a challenging operating environment. The company has a net debt-to-EBITDA leverage target of 4.5x to 5.5x (based on the company's definition; 6.8x as of March 29, 2025), which creates some discipline around its capital allocation strategy. The company remains committed to reducing leverage and has used proceeds from asset sales, equity issuances, and free cash flow to reduce debt in recent years. However, leverage has continued to rise due to earnings deterioration. B&G's credit profile benefits from a broad food product portfolio with low cyclical demand volatility, and projected positive free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the current challenging macro environment, the likelihood of continued weak performance over the next several quarters and Moody's expectations for leverage to remain high over the next 12-18 months. The negative outlook also reflects the view that while the company still has some time before it will have to address the 2027 and 2028 notes maturities, the likelihood that it will see increased interest costs that further eat into free cash flow is elevated. A rating upgrade could occur if B&G is able to improve operating performance, including sustained organic revenue growth, higher profitability, and improved liquidity, highlighted by increased covenant headroom and a successful refinancing of its upcoming maturities that would allow for consistent and comfortably positive free cash flow. B&G would also need to sustain debt-to-EBITDA below 6.5x. A rating downgrade could occur if cost increases, pricing pressure or volume declines reduce earnings, liquidity deteriorates, refinancing risk increases, or the financial policy becomes more aggressive. A downgrade could also occur if EBITDA less capital spending-to-interest is sustained below 1.5x, or free cash flow deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE B&G Foods, Inc. ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a significant presence in frozen food following the 2015 acquisition of Green Giant. B&G Foods' brands include Green Giant, Le Sueur, Crisco, Ortega, Clabber Girl, Maple Grove Farms of Vermont, Cream of Wheat, Dash, Victoria, B&G, among others. In November 2023, the company divested its US canned vegetable business under the Green Giant brand and, in early 2024, announced a strategic review that could lead to a divestiture of its remaining frozen and canned vegetable operations, including the Green Giant and Le Sueur brands. B&G sells to a diversified customer base including grocery stores, mass merchants, warehouse clubs, dollar stores, drug stores, the military and other foodservice outlets. For the 12 months ended March 29, 2025, the company generated approximately $1.9 billion in net sales. BECKHAM JEWELRY: Craig Geno Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, as Subchapter V trustee for Beckham Jewelry, LLC. Mr. Geno will be paid an hourly fee of $250 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Geno declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 Facsimile: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Beckham Jewelry LLC Beckham Jewelry, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 25-01234) on May 14, 2025, listing up to $10 million in assets and up to $500,000 in liabilities. Brian Lee Beckham, a member of Beckham Jewelry, signed the petition. Judge Jamie A. Wilson oversees the case. Thomas C. Rollins, Jr., Esq., at The Rollins Law Firm, PLLC, represents the Debtor as bankruptcy counsel. BEELINE HOLDINGS: Sells 210K Shares for $250K Under March Agreement ------------------------------------------------------------------- Beeline Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it sold a total of 210,526 shares of common stock for total gross proceeds of $250,000 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025, which Agreement was previously disclosed on the Company's Current Report on Form 8-K filed on March 10, 2025. The sales were made pursuant to the Company's registration statement on Form S-3 (File No 333-284723) and a prospectus supplement filed thereunder dated March 26, 2025. About Beeline Holdings Beeline Financial Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully digital, Al-powered platform, Beeline delivers a faster, smarter path to home loans-whether for primary residences or investment properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency at its core. The company is a wholly owned subsidiary of Beeline Holdings and also operates Beeline Labs, its innovation arm focused on next-generation lending solutions. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $66.5 million in total assets, $17.5 million in total liabilities, and a total stockholders' equity of $49 million. BEN FACKLER: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ben Fackler Construction, Inc. About Ben Fackler Construction Ben Fackler Construction Inc., doing business as Fackler Construction Company, provides commercial and residential construction services in the Portland, Oregon metro area, including McMinnville and nearby communities. It offers a range of services from remodeling to custom design -build projects. Founded and led by Ben Fackler for over 25 years, the business operates as a family-run enterprise. Ben Fackler Construction sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 25-31621) on May 15, 2025. In its petition, the Debtor reported total assets of $641,841 and total liabilities of $5,832,743. Judge Peter C. Mckittrick handles the case. The Debtor is represented by Keith Y. Boyd, Esq., at Keith Y. Boyd, P.C. BINGO HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable -------------------------------------------------------- Moody's Ratings assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Bingo Holdings I, LLC ("AP Gaming"). Concurrently, Moody's assigned a B2 rating to the company's proposed backed senior secured 1st lien term loan and backed senior secured 1st lien revolving credit facility. Net proceeds from the new issuances, along with new equity, will be used to fund the purchase of AP Gaming by Brightstar Capital Partners. The outlook is stable. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions as advised to Moody's Ratings. Following transaction close, ratings for the old AP Gaming I, LLC will be withdrawn when the rated debt is repaid. Moody's views the transaction as credit neutral, with pro forma leverage (Moody's Ratings adjusted) expected to approximate 4.0-4.5x at transaction closing from 3.4x for the December 2024 year-end period. However, Moody's expects AP Gaming to maintain leverage at 4.0x or below through a combination of organic EBITDA growth and excess cash flow, primarily driven by expansion in its interactive gaming segment. RATINGS RATIONALE AP Gaming's B2 CFR reflects the company's small scale relative to competing gaming machine manufacturers and the challenges of maintaining market share in a competitive industry. Given the need to create competitive content and technology, the company has to continue to spend on game development, cabinets and software development, and skilled developers which contributes to modest free cash flow and higher leverage. Although leverage will rise following the new LBO, AP Gaming has demonstrated robust revenue growth which will contribute to deleveraging over time. The ratings also reflect favorable industry dynamics including good demand for gaming machines and ongoing digital transformations across various industry verticals including growing demand for interactive gaming (online gaming or internet gaming through internet-connected platforms). Governance is a key driver of the ratings. AP Gaming's ESG Credit Impact Score is CIS-4, reflecting its heightened exposure to governance risk related to its financial strategy & risk management. Private-equity ownership will often lead to debt financed acquisitions or distributions to enhance equity returns. This financial strategy is most recently evidenced by the debt-funded LBO by Brightstar Capital Partners. Nevertheless, Brightstar plans to manage AP Gaming with a relatively conservative financial policy and moderate leverage. Lack of public financial disclosure and the absence of board independence also contribute to the company's governance profile. AP Gaming has good liquidity, supported by around $40 million of cash at close of the new LBO, full availability under a proposed $100 million 5-year revolving credit facility and Moody's expectations of more than $25 million of free cash flow over the next 12 months. Ratings for AP Gaming's debt instruments reflect the B2-PD probability of default and an average recovery expectation at default. The senior secured debt is rated B2, the same as the CFR, reflecting the proposed all first lien senior secured debt structure. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $177m and 100% of LTM EBITDA, plus unlimited amounts subject to the greater of 4.5x first lien net leverage and leverage neutral incurrence. There is an inside maturity sublimit up to the greater of an equivalent fixed dollar amount and 100% of LTM EBITDA. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no express protective provisions prohibiting an up-tiering transaction. Amounts up to 200% of the builder basket and certain RP carve-outs may be reallocated to incur debt. The stable outlook reflects Moody's expectations that AP Gaming will sustain its market position, which will support ongoing revenue and EBITDA growth while keeping leverage at or below post transaction levels. Additionally, the stable outlook takes into account the company's good liquidity and positive free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if AP Gaming achieves significant scale and geographic diversification, while maintaining a conservative financial strategy that results in Moody's Ratings-adjusted debt to EBITDA sustained below 4.0x. The ratings could be downgraded if AP Gaming's competitive position deteriorates, or if the company adopts a more aggressive financial policy that results in Moody's Ratings-adjusted debt to EBITDA sustained above 5.5x. Additionally, a downgrade could occur if the company fails to generate positive free cash flow or if its liquidity position materially weakens. Bingo Holdings I, LLC, headquartered in New York, NY, is a designer and supplier of casino gaming products. The company's products include electronic gaming machines, tables games, as well as interactive gaming (social and real money gaming). As a result of the transaction, Bingo Holdings I, LLC will be majority-owned by private equity firm Brightstar Capital Partners. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BIOLINERX LTD: Annual Shareholders Meeting Set for June 29 ---------------------------------------------------------- BioLineRx Ltd. disclosed in a Form 6-K Report filed with the U.S. Securities and Exchange Commission that it will hold an Annual Meeting of Shareholders on June 29, 2025, at 3:00 p.m. (Israel time), at the Company's office, Modi'in Technology Park, 2 HaMa'ayan Street, Modi'in 7177871, Israel, for the following purposes: 1. To approve the re-election of Dr. BJ Bormann and Dr. Raphael Hofstein as Class II directors, each to serve until the Company's annual general meeting of shareholders to be held in 2028, and until their respective successors have been duly elected and qualified; 2. To approve an increase in the Company's authorized share capital, and to amend the Company's Articles of Association accordingly; 3. To approve the adoption of the renewed compensation policy for executive officers and directors of the Company for a three-year period, in accordance the requirements of the Israeli Companies Law, 5759-1999 (the "Companies Law"); and 4. To approve the reappointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2025, and until the Company's next annual general meeting of shareholders, and to authorize the Audit Committee of the Board of Directors to fix the compensation of said auditors in accordance with the scope and nature of their services. In addition, at the Meeting, representatives of the Company's management will be available to review and discuss with shareholders the Company's financial statements for the year ended December 31, 2024. The Notice of Annual General Meeting and Proxy Statement, the related proxy card and voting instruction form for holders of American Depositary Shares are attached to the Report on Form 6-K available at https://tinyurl.com/2n9dtakp About BioLineRx Ltd. Headquartered in Modi'in, Israel, BioLineRx is a commercial-stage biopharmaceutical company focused on developing life-changing therapies in oncology and rare diseases. Tel Aviv, Israel-based Kesselman & Kesselman, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 20-F for the year ended Dec. 31, 2024, citing that the Company the Company has suffered recurring losses from operations and has cash outflows from operating activities that indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $38.9 million in total assets, $25.4 million in total liabilities, and a total equity of $13.5 million. BIOLINERX LTD: Posts $5.1M Net Income in First Quarter 2025 ----------------------------------------------------------- BioLineRx Ltd. reported its unaudited financial results for the quarter ended March 31, 2025, and provided a corporate update. "Following our announcement last November that we out-licensed APHEXDA®, our FDA-approved stem cell mobilization agent, to Ayrmid Ltd., we have been actively evaluating new assets in the areas of oncology and rare disease where we can leverage our drug development and regulatory expertise to bring new medicines to market," said Philip Serlin, Chief Executive Officer of BioLineRx. "I remain optimistic that we will announce a meaningful transaction this year." "At the same time, APHEXDA is performing well under the stewardship of Ayrmid, and I believe this license agreement will contribute significant long-term value to our company," Mr. Serlin concluded. Financial Updates: * Completed financing in January 2025 raising gross proceeds of $10 million. * Successfully reduced operating expense run rate by over 70% beginning January 1, 2025, through the APHEXDA program transfer to Ayrmid and the resulting shutdown of the Company's U.S. commercial operations in Q4 2024, as well as additional headcount and other operating expense reductions. * Reaffirms cash runway through the second half of 2026. Financial Results for the Quarter Ended March 31, 2025: * Revenues for the three-month period ended March 31, 2025 were $0.3 million, a decrease of $6.6 million, compared to revenues of $6.9 million for the three-month period ended March 31, 2024. The significant decrease in revenues from 2024 to 2025 reflects the one-time revenues recorded in 2024 relating to the out-licensing transaction with Gloria during the fourth quarter of 2023, as well as the change in the Company's operations following the out-licensing of APHEXDA to Ayrmid during the fourth quarter of 2024. The revenues in 2025 reflect the royalties paid by Ayrmid from the commercialization of APHEXDA in stem cell mobilization in the U.S. The revenues in 2024 primarily reflect a portion of the up-front payment received by the Company and a milestone payment achieved under the license agreement with Gloria, which collectively amounted to $5.9 million, as well as $0.9 million of net revenues from product sales of APHEXDA in the U.S. * Cost of revenues for the three-month period ended March 31, 2025 was immaterial, compared to cost of revenues of $1.5 million for the three-month period ended March 31, 2024. The cost of revenues in 2025 reflects sub-license fees on royalties paid by Ayrmid from the commercialization of APHEXDA in stem cell mobilization in the U.S. The cost of revenues in 2024 primarily reflects sub-license fees on a milestone payment received under the Gloria license agreement and royalties on net product sales of APHEXDA in the U.S., as well as amortization of intangible assets and cost of goods sold on product sales. * Research and development expenses for the three months ended March 31, 2025 were $1.6 million, a decrease of $0.9 million, or 34.9%, compared to $2.5 million for the three months ended March 31, 2024. The decrease resulted primarily from lower expenses related to motixafortide due to the out-licensing of U.S. rights to Ayrmid, as well as a decrease in payroll and share-based compensation, primarily due to a decrease in headcount. * There were no sales and marketing expenses for the three months ended March 31, 2025, compared to $6.3 million for the three months ended March 31, 2024. The decrease resulted primarily from the shutdown of U.S. commercial operations in the fourth quarter of 2024 following the Ayrmid out-licensing transaction. * General and administrative expenses for the three months ended March 31, 2025 were $1 million, a decrease of $0.4 million, or 28.6%, compared to $1.4 million for the three months ended March 31, 2024. The decrease resulted primarily from a decrease in payroll and share-based compensation, primarily due to a decrease in headcount, as well as small decreases in a number of general and administrative expenses. * Net non-operating income for the three months ended March 31, 2025 was $7.6 million, compared to net non-operating income of $4.5 million for the three months ended March 31, 2024. Non-operating income for both periods primarily relates to fair-value adjustments of warrant liabilities on the balance sheet, as a result of changes in the Company's share price. * Net financial expenses for the three months ended March 31, 2025 were $0.1 million, compared to net financial expenses of $0.4 million for the three months ended March 31, 2024. Net financial expenses for both periods primarily relate to loan interest paid, partially offset by investment income earned on bank deposits. * Net income for the quarter ended March 31, 2025 was $5.1 million, compared to $0.7 million for the quarter ended March 31, 2024. * As of March 31, 2025, the Company had cash, cash equivalents, and short-term bank deposits of $26.4 million APHEXDA Performance Update: * APHEXDA generated sales of $1.4 million in the first quarter of 2025, providing royalty revenues to the Company of $0.3 million. Clinical Updates: Motixafortide Pancreatic Ductal Adenocarcinoma (mPDAC) * Additional trial sites were activated for the CheMo4METPANC Phase 2b clinical trial, which is expected to have a positive impact on patient recruitment. Full enrollment in the randomized trial, which is being led by Columbia University, and supported by both Regeneron and BioLineRx, is planned for completion in 2027, with a prespecified interim analysis planned when 40% of progression free survival (PFS) events are observed. * An abstract featuring updated data from the pilot phase of the ongoing CheMo4METPANC clinical trial has been accepted for a poster presentation at the 2025 ASCO Annual Meeting on Saturday, May 31st. Key highlights include: * Two patients underwent definitive treatment for metastatic pancreatic cancer: one had complete resolution of all radiologically detected liver lesions and underwent definitive radiation to the primary pancreatic tumor, and one had a sustained partial response and underwent pancreaticoduodenectomy with pathology demonstrating a complete response. * An analysis of pre- and on-treatment biopsies revealed that CD8+ T-cell tumor infiltration increased across all eleven patients treated with the motixafortide combination. Sickle Cell Disease (SCD) & Gene Therapy: * Enrollment is continuing into the multi-center Phase 1 clinical trial evaluating motixafortide for the mobilization of CD34+ hematopoietic stem cells (HSCs) used in the development of gene therapies for patients with Sickle Cell Disease (SCD). The trial is sponsored by St. Jude Children's Research Hospital. * Reported continued progress of a Phase 1 clinical trial evaluating motixafortide as monotherapy and in combination with natalizumab for stem cell mobilization for gene therapies in sickle cell disease. The trial is sponsored by Washington University School of Medicine in St. Louis. About BioLineRx Ltd. Headquartered in Modi'in, Israel, BioLineRx is a commercial-stage biopharmaceutical company focused on developing life-changing therapies in oncology and rare diseases. Tel Aviv, Israel-based Kesselman & Kesselman, the Company's auditor since 2003, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 20-F for the year ended Dec. 31, 2024, citing that the Company the Company has suffered recurring losses from operations and has cash outflows from operating activities that indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $38.9 million in total assets, $25.4 million in total liabilities, and a total equity of $13.5 million. BIOXCEL THERAPEUTICS: Nasdaq Extends MVLS Deadline to Sept. 16 -------------------------------------------------------------- BioXcel Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a decision letter from The Nasdaq Stock Market LLC informing the Company that the Nasdaq Hearings Panel has granted the Company's request for an extension to regain compliance with Nasdaq Listing Rule 5550(b)(2) until September 16, 2025, subject to meeting certain interim conditions. The Panel reviewed the Company's compliance plan and strategies for achieving long-term compliance with the MVLS Rule. The decision provides the Company until September 16, 2025 to demonstrate compliance with the MVLS Rule, which requires a market value of listed securities of at least $35 million for at least 10 consecutive business days. About BioXcel Therapeutics Headquartered in New Haven, Conn., BioXcel Therapeutics, Inc., is a biopharmaceutical company utilizing artificial intelligence to develop transformative medicines in neuroscience and, through the Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC, immuno-oncology. The Company is focused on utilizing cutting-edge technology and innovative research to develop high-value therapeutics aimed at transforming patients' lives. The Company employs various AI platforms to reduce therapeutic development costs and potentially accelerate development timelines. As of Dec. 31, 2024, BioXcel Therapeutics had $38.3 million in total assets, $131.4 million in total liabilities, and a total stockholders' deficit of $93.1 million. Stamford, Conn.-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations, has used significant cash in operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. BOUNDLESS BROADBAND: June 12 Deadline for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of Boundless Broadband, LLC, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/4t5jwpup and return by email it to Timothy Fox, Esq. - Timothy.Fox@usdoj.gov - at the Office of the United States Trustee so that it is received no later than Thursday, June 12, 2025. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Boundless Broadband. Boundless Broadband, LLC, and two of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 25-10948) on May 29, 2025. In its petition, the Debtor estimated assets and liabilities (on a consolidated basis) to be $0 to $50,000 million each. The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the cases. The Debtors are represented by Saul Ewing LLC and Bernstein, Shur, Sawyer & Nelson P.A. The Debtors restructuring advisor is Alastar Partners, LLC. The Debtors' claims and noticing agent is Omni Agent Solutions, Inc. CANVAS SARASOTA: Case Summary & Five Unsecured Creditors -------------------------------------------------------- Debtor: Canvas Sarasota, LLC 8257 NW 66th Street Miami, FL 33166 Business Description: Canvas Sarasota, LLC develops single-family homes in Sarasota, Florida. Its portfolio includes three properties in various stages of construction and completion, with a total appraised value of approximately $7.03 million. Chapter 11 Petition Date: June 5, 2025 Court: United States Bankruptcy Court Southern District of Florida Case No.: 25-16411 Judge: Hon. Robert A Mark Debtor's Counsel: Thomas L. Abrams, Esq. THOMAS L ABRAMS PA 1213 SE 3rd Avenue Fort Lauderdale, FL 33316 Tel:(954) 523-0900 Email: tabrams@tabramslaw.com Total Assets: $7,027,800 Total Liabilities: $6,348,678 Pablo Arce signed the petition as manager. A full-text copy of the petition, which includes a list of the Debtor's five unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/RG2RAZY/Canvas_Sarasota_LLC__flsbke-25-16411__0001.0.pdf?mcid=tGE4TAMA CEMTREX INC: Intracoastal Capital, 2 Others Hold 9.99% Stake ------------------------------------------------------------ Intracoastal Capital, LLC, Mitchell P. Kopin, and Daniel B. Asher disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 19, 2025, they beneficially owned 198,066 shares of Cemtrex Inc.'s common stock, par value $0.001 per share, issuable upon exercise of a warrant held by Intracoastal Capital LLC. This represents approximately 9.99% of Cemtrex Inc.'s outstanding common stock, based on 1,784,581 shares outstanding as of May 12, 2025, plus the 198,066 shares issuable upon warrant exercise. The warrants include blocker provisions that prevent exercise beyond 9.99% and 4.99% thresholds, which limit total beneficial ownership. Intracoastal Capital LLC can be reached through: Mitchell P. Kopin, Manager 245 Palm Trail Delray Beach Florida 33483 Tel: 8475629030 A full-text copy of Intracoastal Capital's SEC report is available at: https://tinyurl.com/cukrvj79 About Cemtrex Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and has evolved through strategic acquisitions and internal growth into a multi-industry company. During the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure consisting of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate. Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated Dec. 30, 2024, citing that the Company has sustained net losses and has significant short-term debt obligations, which raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Cemtrex had $46,689,423 million in total assets, $48,178,944 in total liabilities, $70,013 in non-controlling interest, and $1,559,534 in total stockholders' deficit. CHAPMAN CBC: Arturo Cisneros Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for Chapman CBC, LLC. Mr. Cisneros will be paid an hourly fee of $600 for his services as Subchapter V trustee while the trustee administrator will be compensated at $200 per hour. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705/(951) 682-9707 Email: Arturo@mclaw.org About Chapman CBC Chapman CBC, LLC, a California-based craft brewery, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-11286) on May 14, 2025, listing up to $1 million in assets and up to $10 million in liabilities. Wil Dee, president of Chapman CBC, signed the petition. Judge Mark D. Houle oversees the case. Gregory K. Jones, Esq., at Stradling Yocca Carlson & Rauth, LLP, represents the Debtor as legal counsel. CIBUS INC: Shareholders OK 2025 Employee Stock Purchase Plan ------------------------------------------------------------ Cibus, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors previously approved, subject to stockholder approval, the adoption of the Cibus, Inc. 2025 Employee Stock Purchase Plan and the reservation by the Board of an initial 326,384 shares of the Company's Class A common stock, par value $0.0001 per share (subject to an annual increase, under the 2025 ESPP. At the Company's annual meeting of stockholders held on May 22, 2025, the Company's stockholders approved the adoption of the 2025 ESPP. A description of the material terms and conditions of the 2025 ESPP was previously reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 10, 2025, under the heading "Proposal 4--Approval of the ESPP Proposal" and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2025 ESPP, a copy of which is available at https://tinyurl.com/yxy3bdrc About Cibus Cibus Inc. is an agricultural biotechnology company based in San Diego, California. It develops genetic traits for major food crops using its proprietary gene-editing platform, the Rapid Trait Development System. The Company's technology aims to improve crop productivity and resilience by addressing challenges such as pests, diseases, and environmental stressors. San Diego, Calif.-based BDO USA, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 20, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31,2024. The report highlights that the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The Company has incurred net losses since its inception. As of Dec. 31, 2024, the Company had an accumulated deficit of $731.2 million. The Company's net loss was $282.7 million for the year ended Dec. 31, 2024. Cibus anticipates continuing to incur substantial expenses and operating losses over the next several years, as it advances the development of its productivity trait pipeline and maintains limited commercial operations. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year. CLARIOS GLOBAL: Fitch Rates New 1st Lien Secured EUR Notes 'B+' --------------------------------------------------------------- Fitch Ratings has assigned a 'B+' rating with a Recovery Rating of 'RR3' to Clarios Global LP's (Clarios Global) proposed first lien senior secured EUR notes. The proposed notes will be pari passu with Clarios Global's existing first lien debt. Clarios Global also intends to issue add-on notes to its existing USD700 million of 6.75% senior secured notes due 2030.The rating on the 2030 notes is unaffected by the add-on. Fitch rates the 2030 notes 'B+'/'RR3'. Clarios Global is a subsidiary of Clarios International Inc. (Clarios). Clarios and Clarios Global have Long-Term Issuer Default Ratings (IDR) of 'B' with Stable Rating Outlooks. Clarios' ratings reflect its strong business profile and high EBITDA margins, set against a highly leveraged capital structure. Key Rating Drivers Proposed Notes: Clarios plans to use proceeds from the proposed senior secured EUR notes and the add-on USD notes to redeem its existing senior secured notes that mature in 2026. As of March 31, 2025, Clarios had USD397 million and EUR700 million of outstanding senior secured notes due 2026. Tariff Effects Manageable: Fitch expects Clarios will manage tariff impacts without any significant negative effects on its credit profile. The company's significant U.S. manufacturing footprint and the highly recyclable nature of its batteries mitigate the direct effect of tariffs. Replacement battery sales volumes tend to be relatively resilient to macroeconomic changes, and Fitch expects Clarios will be able to adjust aftermarket battery pricing if necessary to offset any tariff-related cost increases. Higher Near-Term Leverage: Between fiscal YE 2020-YE 2024, Clarios' debt (including off-balance-sheet factoring) declined by about USD2.1 billion and EBITDA leverage (according to Fitch's methodology) declined to 4.6x from 10.0x. However, Fitch expects gross EBITDA leverage to run above 6.0x following the January 2025 issuance of USD4.5 billion of incremental debt to fund a special distribution to shareholders. Despite the recent increase in debt, Fitch expects Clarios will look for opportunities to reduce debt over the longer term. Solid FCF Expected: Fitch expects Clarios to generate solid FCF over the next several years. However, the near-term FCF margin will likely be held back by increased cash interest expense on the higher debt. Fitch expects Clarios to generate FCF margins (according to Fitch's methodology) of around 4.5% in fiscal 2025, down from 5.8% in fiscal 2024. Over the long term, the shift toward advanced batteries and continued cost savings could increase the FCF margin above 5.0%. Fitch expects capex as a percentage of revenue to be in the 4.0%-4.5% range over the next few years. Sub-3.0x EBITDA Interest Coverage Expected: Fitch expects Clarios' EBITDA interest coverage to run below 3.0x over the intermediate term, following the January 2025 debt increase. Actual EBITDA interest coverage at fiscal YE 2024 was 3.4x. Clarios typically uses hedges to convert a portion of its floating-rate debt to fixed rates, mitigating the effect of fluctuating rates on the company's interest expense. Parent/Subsidiary Linkage: Fitch rates the IDRs of Clarios and its Clarios Global subsidiary on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, as discussed in Fitch's "Parent and Subsidiary Linkage Rating Criteria". This is based on the entities operating as a single enterprise with strong legal and operational ties. Peer Analysis Clarios has a strong competitive position as the largest low-voltage vehicle battery manufacturer in the world, responsible for about one-third of the industry's total global production. Although Clarios counts many global original equipment (OE) manufacturers as customers, roughly 80% of its sales are derived from the global aftermarket. Clarios' strong aftermarket presence provides a more stable revenue stream through the cycle than Tier 1 suppliers, such as BorgWarner Inc. (BBB+/Stable) or Aptiv PLC (BBB/Rating Watch Negative). Clarios' heavy aftermarket weighting makes it more comparable with global tire manufacturers like Compagnie Generale des Etablissements Michelin (A/Stable) and The Goodyear Tire & Rubber Company (BB-/Negative), or other suppliers with a significant aftermarket concentration, like First Brands Group LLC (B+/Stable) or Tenneco LLC (B/Positive). Clarios' margins are strong, with forecasted EBITDA margins (according to Fitch's methodology) running in the high teens over the next several years, which is stronger than many investment-grade auto suppliers. Its forecasted FCF margins in the low- to mid-single-digit range are also consistent with investment-grade auto suppliers. However, Clarios' leverage is relatively high and consistent with auto suppliers in the 'B' rating category. Over the long term, Fitch expects Clarios' leverage to continue to decline because of higher EBITDA from sales growth tied to the rising global vehicle population and a richer mix of advanced batteries. Fitch also expects the company to continue to actively seek opportunities to reduce debt, which would further accelerate leverage reduction. Key Assumptions - Global automotive battery demand rises in the low-single-digit range over the next several years due to higher replacement battery demand and modest increases in vehicle production; - In addition to volume growth, revenue is supported over the next several years by the mix shifting to higher-priced advanced batteries, as well as modest price increases on traditional batteries; - Margins are roughly flat in fiscal 2025 (excluding section 45x credits) and then generally grow over the next several years because of operating leverage on higher production levels, positive pricing and mix, and savings associated with cost-reduction initiatives; - Capex as a percentage of revenue is in the 4.0%-4.5% range over the next few years; - The company uses a portion of its excess cash to reduce debt over the next several years; - Most debt maturities are refinanced at prevailing interest rates prior to maturity; - Fitch has not incorporated the effect of any potential IPO into its forecasts. Recovery Analysis Fitch's recovery analysis assumes Clarios would be considered a going concern (GC) in bankruptcy and would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. Clarios' recovery analysis reflects a potential severe downturn in battery demand and estimates the GC EBITDA at USD1.6 billion, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company would be based following a hypothetical default. The GC EBITDA considers Clarios' stable operations, high operating margins, significant percentage of aftermarket revenue and the nondiscretionary nature of its products. The USD1.6 billion ongoing EBITDA assumption is 23% lower than Fitch's calculated actual EBITDA of USD2.1 billion for fiscal 2024. Fitch utilizes a 6.0x enterprise value (EV) multiple based on Clarios' strong global market position and the nondiscretionary nature of the company's batteries. In addition, Brookfield Asset Management Inc.'s acquisition of Clarios in 2019 valued the company at an EV over 8.0x (excluding expected post-acquisition cost savings). According to Fitch's "Automotive Bankruptcy Enterprise Values and Creditor Recoveries" report published in April 2025, 52% of auto-related defaulters had exit multiples above 5.0x, with 28% in the 5.0x to 7.0x range. However, the median multiple observed across 25 bankruptcies was only 5.1x. Within the report, Fitch observed that 86% of the bankruptcy cases analyzed were resolved as a GC. The recovery analysis assumes that off-balance-sheet factoring is replaced with a super-senior facility that has the highest priority in the distribution of value. Fitch also assumes a full draw on the USD800 million ABL revolver. The ABL receives second priority in the distribution of value after the factoring and receives a Recovery Rating of 'RR1'. The analysis also assumes a full draw on the USD800 million cash flow revolver. Including this, the first lien secured debt totals USD11.7 billion outstanding and receives a lower priority than the ABL in the distribution of value hierarchy, in part due to its second lien claim on the ABL's collateral. This results in a Recovery Rating of 'RR3'. The USD1.6 billion of outstanding senior unsecured notes has the lowest priority in the distribution of value. This results in a Recovery Rating of 'RR6', owing to the significant amount of secured debt positioned above it in the distribution waterfall. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Gross EBITDA leverage above 7.0x without a clear path to de-levering on a sustained basis; - EBITDA interest coverage approaching 1.5x on a sustained basis; - A decline in the Fitch-calculated EBITDA margin below 10% and FCF margin near 1.0%, both on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Financial policy-driven debt reduction that leads to gross EBITDA leverage of 5.5x on a sustained basis; - EBITDA interest coverage of 2.5x on a sustained basis; - Fitch-calculated EBITDA margins in the low teens in percentage terms and FCF margin of 2.5%, both on a sustained basis. Liquidity and Debt Structure Liquidity as of March 31, 2025, included USD397 million of cash and cash equivalents, augmented by significant revolver capacity. Revolver capacity includes both an USD800 million ABL facility and an USD800 million first lien secured cash flow revolver. As of March 31, 2025, a total of about USD1.6 billion was available on the two revolvers, with full availability on the cash flow revolver and USD757 million available on the ABL, after accounting for USD43 million of letters of credit backed by the facility. The ABL and revolver both mature in 2030. However, a springing maturity provision that applies to both facilities could accelerate the maturities to as early as February 2026 if the company's senior secured notes due 2026 are not refinanced or redeemed prior to that time. As of March 31, 2025, Clarios had about USD14.3 billion of debt outstanding, including off-balance-sheet factoring. This consisted of USD10.9 billion of first lien secured debt, comprising USD and EUR term loans and secured notes, as well as about USD1.6 billion of senior unsecured notes. The remaining debt consisted primarily of off-balance-sheet factoring. Fitch excludes finance leases from its debt calculations. Issuer Profile Clarios is the world's largest manufacturer and distributor of low-voltage automotive batteries. It provides one in every three automotive lead-acid batteries globally, servicing cars, heavy duty trucks, motorcycles, marine and powersports vehicles in the original equipment and aftermarket channels. Date of Relevant Committee 19 December 2024 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Clarios Global LP senior secured LT B+ New Rating RR3 CLARIOS GLOBAL: Moody's Rates New EUR800MM Secured Notes 'B1' ------------------------------------------------------------- Moody's Ratings assigned a B1 rating to Clarios Global LP's proposed euro 800 million ($904 million equivalent) backed senior secured notes. In addition, Clarios seeks to issue a $300 million add-on to its 6.75% backed senior secured notes due in 2030. Moody's B1 rating on Clarios' existing backed senior secured notes remains unchanged. Clarios' other ratings, including the B2 corporate family rating, B2-PD probability of default rating, B1 ratings on the backed senior secured bank credit facilities, and the Caa1 backed senior unsecured debt rating, are also not affected by the transaction. The stable outlook is unchanged. The company intends to use the proceeds from the new senior secured notes to refinance its $397 million senior secured notes and euro 700 million ($758 million equivalent) senior secured notes due in May 2026. Debt will increase by about $49 million after the refinancing transaction close. RATINGS RATIONALE Clarios' B2 CFR reflects the company's good scale and strong market position in automotive batteries supported by its long-standing customer relationships. Roughly 80% of Clarios' global unit volume is from stable, high margin aftermarket sales. The industry has high barriers to entry given the environmental liability risks related to the handling and processing of lead. However, Clarios has exposure to commodity price fluctuations, in particular lead. The company has high leverage but Moody's expects debt-to-EBITDA (including approximately $1.68 billion in accounts receivable securitization) to decrease to around 6.0x over the next 12 to 18 months, excluding Section 45X tax credits. In addition, the high interest expense burden of the considerable debt load constrains free cash flow and limits interest coverage. Clarios will benefit materially from Section 45X tax credits, assuming they remain in place, for the domestic manufacturing of batteries. However, the deployment of cash from the tax credits remains uncertain. Liquidity will be good over the next 12 months, supported by Moody's expectations for free cash flow to exceed $140 million, excluding any tax refund from Section 45X tax credits. Additional liquidity is provided by an $800 million asset-based revolving credit facility (ABL facility) expiring in January 2030 and a $800 million cash flow revolving credit facility expiring in January 2030. The stable outlook reflects Moody's expectations that Clarios' revenue will grow 2.0% per year over the next 12-18 months due to favorable pricing and that Clarios will continue to win new battery electric vehicle platforms. Moody's also expects the company will improve its EBIT margin because of higher revenue contribution from its advanced batteries and strong cost control efforts. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Excluding Section 45X tax credits, the ratings could be upgraded with consistent improvement in cash flow and continued debt reduction. More specifically the ratings could be upgraded if debt-to-EBITDA is sustained below 5.5x and EBITDA-to-interest is sustained above 2.5x. The ratings could also be upgraded with sufficient evidence that Clarios remains eligible for annual tax credits in relation to its domestic battery manufacturing operations under Section 45X of the Internal Revenue Code. Maintaining a balanced financial policy with prudent deployment of cash from Section 45X tax credits would also be required for a rating upgrade. Excluding Section 45X tax credits, the ratings could be downgraded if revenue or profitability declines such that debt-to-EBITDA is sustained above 6.5x. Further, an adverse development involving environmental liabilities or deteriorating liquidity could result in a ratings downgrade. The principal methodology used in this rating was Automotive Suppliers published in December 2024. Headquartered in Glendale, WI, Clarios Global LP is a global supplier of low-voltage automotive batteries for virtually every type of passenger car, light truck and utility vehicle. About 68% of volume is traditional starting, light and ignition (SLI) lead-acid batteries, while roughly 32% is advanced battery technologies to power start-stop, hybrid and electric vehicles. Revenue for the twelve months ended March 31, 2025 was approximately $10.4 billion. Clarios is owned by affiliates of Brookfield Business Partners L.P. and other institutional partners including Caisse de dépôt et placement du Québec. COMMSCOPE HOLDING: Registers 6.2M Shares Under 2019 Incentive Plan ------------------------------------------------------------------ CommScope Holding Company, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, to register: (i) 6,200,000 shares of the Company's common stock, $0.01 par value per share, that may be issued under the CommScope Holding Company, Inc. Amended and Restated 2019 Long-Term Incentive Plan; and (ii) such additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan. The Company previously registered, for issuance under the Plan: * an aggregate of 25,400,000 shares on a Form S-8 filed on June 26, 2019 (File No. 333-232354), * an additional 6,800,000 shares on a Form S-8 filed on May 27, 2020 (File No. 333-238716), * an additional 5,800,000 shares on a Form S-8 filed on May 27, 2021 (File No. 333-256539), * an additional 3,200,000 shares on a Form S-8 filed on May 25, 2022 (File No. 333-265198), * an additional 8,700,000 shares on a Form S-8 filed on May 24, 2023 (File No. 333- 272170), and * an additional 9,550,000 shares on a Form S-8 filed on May 23, 2024 (File No. 333-279666). A full-text copy of the Registration Statement is available at https://tinyurl.com/4feb5e6k About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com -- is a global provider of infrastructure solutions for communication, data center, and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone, and digital broadcast satellite operators, as well as media programmers, to deliver media, voice, Internet Protocol (IP) data services, and Wi-Fi to their subscribers. This allows enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. As of March 31, 2025, CommScope Holding Company had $7.5 billion in total assets, $8.8 billion in total liabilities, $1.2 billion in Series A convertible preferred stock and total stockholders' deficit of $2.5 billion. * * * S&P Global Ratings raised its Company credit rating on CommScope Holding Co. Inc. to 'CCC+' from 'CCC' and removed all its ratings on the company from CreditWatch, where S&P placed them with positive implications on Dec. 23, 2024, as reported by the TCR on Feb. 14, 2025. S&P said, "The stable outlook reflects our expectation for reduced default risk over the next 12 months due to the company's recent debt paydown and refinancing and improving credit metrics." In March 2025, Moody's Ratings upgraded CommScope Holding Company, Inc.'s ratings including the corporate family rating to Caa1 from Caa2 and the probability of default rating to Caa1-PD from Caa3-PD. CommScope's speculative grade liquidity (SGL) rating was upgraded to SGL-3 from SGL-4. The new backed senior secured term loan and backed senior secured notes issued in December 2024 at CommScope's subsidiary, CommScope, LLC. were assigned a B3 rating and the existing secured notes were confirmed at B3. The existing senior unsecured notes at CommScope, LLC and CommScope Technologies LLC were upgraded to Caa3 from Ca. The B3 rating on the backed senior secured term loan due 2026 was withdrawn. The outlook is stable, previously the ratings were on review for upgrade. These actions conclude the review for upgrade that was initiated on January 8, 2025. The ratings upgrade reflects the refinancing of debt due in 2025 and 2026 with a combination of about $2.1 billion in assets sale proceeds and $4.15 billion in new secured debt as well as Moody's expectations for a significant improvement in operating performance that will lead to a reduction in leverage levels well below 9x in 2025. The ratings are constrained by the existing high pro forma leverage (over 10x as of Q4 2024, including Moody's standard lease adjustments) and the significant amount of debt due in 2027 ($1.6 billion as of Q4 2024). COSMOS HEALTH: Grigorios Siokas Holds 22.9% Equity Stake -------------------------------------------------------- Grigorios Siokas disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of April 21, 2025, he beneficially owns 6,871,267 shares of Cosmos Health Inc.'s common stock, representing 22.9% of the class, based on 29,328,240 shares issued and outstanding as of May 23, 2025. This amount includes 6,158,884 issued shares, 212,383 shares issuable upon exercise of Exchange Warrants issued on October 20, 2022, and 500,000 shares issuable upon exercise of Series B Common Warrants exercisable at $3.00 per share pursuant to Registration Statement No. 333-267917. Grigorios Siokas may be reached through: Elliot H. Lutzker 605 Third Avenue New York, NY, 10158 Tel: 646-428-3210 A full-text copy of Mr. Siokas' SEC report is available at: https://tinyurl.com/yc2af2ah About Cosmos Health Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada, is a diversified, vertically integrated global healthcare group. The Company owns a portfolio of proprietary pharmaceutical and nutraceutical brands, including Sky Premium Life, Mediterranation, bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories S.A., which is licensed under European Good Manufacturing Practices (GMP) and certified by the European Medicines Agency, it manufactures pharmaceuticals, food supplements, cosmetics, biocides, and medical devices within the European Union. As of Dec. 31, 2024, Cosmos Health had $54,311,892 in total assets, $29,778,963 in total liabilities, and a total stockholders' equity of $24,532,929. New York, N.Y.-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. D LASSEN: Gets Court OK to Use Cash Collateral Until June 25 ------------------------------------------------------------ D Lassen, LLC got the green light from the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, to use cash collateral. At the hearing held on May 30, the court authorized the Debtor's use of cash collateral until June 25 and set a final hearing for June 18. The Debtor needs to use the cash collateral of its secured creditors to maintain motel operations during reorganization. The business -- a 104-room Super 8 by Wyndham motel in Livermore, Calif. -- is owned by Jagmohan and Amandeep Dhillon. The secured creditors include the Alameda County Treasurer, State Bank of Texas, DM Funding LLC, Underground Lending LLC, and GreenLake Real Estate Finance, with claims totaling over $100 million. The Debtor offered to make $25,000 monthly payments to the State Bank of Texas and provide replacement liens on post-petition assets as protection. About D Lassen LLC D Lassen, LLC operates the Super 8 Livermore motel and owns the property at 4673 Lassen Road, Livermore, California. The property is estimated to be worth $5.5 million. D Lassen sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-40887) on May 21, 2025. In its petition, the Debtor reported total assets of $5,630,234 and total liabilities of $112,331,714. The Debtor is represented by Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger. DERMATOLOGY INTERMEDIATE: S&P Lowers ICR to 'B-', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Forefront Dermatology to 'B-' from 'B' and its issue-level ratings to 'B-' from 'B'. The '3' recovery rating is unchanged and reflects its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P said, "The stable outlook reflects our expectation that Forefront will continue to aggressively pursue acquisitions, generate 4%-5% organic revenue growth, and benefit from a favorable reimbursement environment. "We expect Forefront Dermatology's cash flow deficit will remain in 2025 and 2026. Despite investments in its central services support structure intended to improve operating leverage, Forefront Dermatology reported a small FOCF to debt deficit of 0.7% in 2024. This compared to our expectation of positive 0.7%." The significantly weaker-than-expected cash flow was due to delays in the realization of operating improvements and weaker performance of certain acquired practices from prior years. Additionally, expected cash flow benefit from earlier acquisitions and de novos doesn't seem to be translating to positive FOCF as expected. S&P said, "While we expect margin improvement in 2025, the pace and our expectation for ongoing debt-financed acquisitions will lead to negative reported FOCF in 2025 and approximately break-even in 2026. We expect Forefront Dermatology's acquisition spending will be approximately $100 million in 2025 and 2026, compared to our previous expectation of $75 million. The lack of cash flow and reliance on debt to fund acquisition spending poses heightened risk to the capital structure, although we believe the company has sufficient cash on hand and revolver availability to cover its fixed charges over the next 12-18 months. "Forefront Dermatology will remain highly leveraged due to its commitment to debt-financed growth. The company's S&P Global Ratings-adjusted leverage in 2024 was 11.1x, which exceeded our initial expectations of 7.7x-8x as profitability underperformed our base case. We expect improvement to 9x-9.5x in 2025 and the high-8x area in 2026. We expect a modest reduction in leverage in 2027 as it improves operating leverage, although the pace of acquisitions will likely keep leverage elevated. "We expect 12%-14% revenue expansion in 2025 and 2026, largely due to the maturation of acquired clinics and de novos. We expect organic growth of 4%-5%. While the company will benefit from continued penetration in its cosmetics segment, there may be near-term economic headwinds due to the discretionary nature of these services. Overall, we anticipate minimal growth from price increases, with little increase from government payers. Forefront will continue to benefit from its geographic diversity, high recurring visits, and favorable trends in the dermatology market. Further, we do not expect significant labor pressures since Forefront Dermatology's average provider retention rate is approximately 90%. "Our adjusted debt calculation no longer includes the subordinated shareholder loan. We previously treated it as debt under our non-common equity criteria. However, we now treat the loan as equity under our controlling shareholder financing criteria. This has no impact on our view of the rating. "The stable outlook reflects our expectation that Forefront will continue to generate 4%-5% organic revenue growth and benefit from a favorable reimbursement environment, although cash flow will likely remain weak over the next few years. "We could lower our rating if we believe the company's liquidity position deteriorates, indicated by continued cash flow deficits and revolver draws, resulting from greater-than-expected acquisition integration challenges, patient volume trends weakening, or margins deteriorating, leaving Forefront unable to cover its fixed costs, including scheduled debt amortization. Such liquidity deterioration and increased leverage would lead us to assess the capital structure as unsustainable. "Although unlikely within the next 12-18 months, we could raise our rating on Forefront if profitability improves and the company decreases debt-financed acquisitions such that it sustains positive reported FOCF above 3% and adjusted debt to EBITDA below 7x. We believe Forefront's acquisition strategy and ability to achieve better operating leverage from its investments will be key factors in generating sustainable cash flow." DIGITAL ALLY: Completes 1-for-100 Reverse Stock Split ----------------------------------------------------- Digital Ally Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, acting pursuant to authority received at a special meeting of its stockholders on May 6, 2025, filed with the Secretary of State of the State of Nevada a certificate of amendment to its articles of incorporation, as amended, to effect a one (1)-for-one hundred (100) share reverse split of all of the Company's outstanding shares of common stock, par value $0.001 per share. Pursuant to the Charter Amendment, the Reverse Stock Split became effective at 5:30 p.m. Eastern Time on May 22, 2025. As a result of the Reverse Stock Split, every one hundred (100) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock began trading on a split-adjusted basis on The Nasdaq Stock Market LLC on Friday, May 23, 2025. The Reverse Stock Split did not change the total number of shares of capital stock, including the Common Stock, authorized for issuance as set forth in the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Rather, stockholders who would have received a fractional share of Common Stock will receive one whole share of Common Stock. The Reverse Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. The new, post-split CUSIP number for the Common Stock is 25382T408. The Company's transfer agent, Securities Transfer Corporation, is acting as exchange agent for the Reverse Stock Split and has provided instructions to stockholders of record regarding the exchange of certificates for Common Stock. About Digital Ally Digital Ally Inc. operates across three segments: Video Solutions, Revenue Cycle Management, and Entertainment. The Video Solutions unit provides video recording systems, cloud services, and safety products for law enforcement and commercial clients. The Revenue Cycle Management segment offers financial and administrative support services to healthcare providers, helping manage billing and back-office operations. Its Entertainment division manages ticket resale through TicketSmarter and produces live events, including music festivals. In an auditor's report dated May 2, 2025, RBSM LLP, issued a "going concern" qualification, noting that the Company has incurred substantial operating losses and will need additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. Digital Ally reported a net loss of $21.72 million for the year ending Dec. 31, 2024, compared to a net loss of $25.46 million for the year ending Dec. 31, 2023. As of Dec. 31, 2025, the Company had $27.74 million in total assets, $36.75 million in total liabilities, and a total deficit of $9.01 million. DMCC 26TH AVE: Court Extends Cash Collateral Access to July 17 -------------------------------------------------------------- DMCC 26th Ave, LLC and DMCC Westmonte, LLC received another extension from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division to use cash collateral. The court's sixth interim order authorized the companies' use of cash collateral for the period from May 1 to July 17 to pay the expenses set forth in their budget, with a 10% variance allowed. The companies' use of cash collateral is conditioned upon their compliance with and timely payment of all amounts due under an April 2 settlement agreement with First-Priority Mortgage Holder Wilmington Trust, National Association. Secured creditors will receive replacement liens on cash collateral generated by the companies after the petition date, with the same priority and validity as their pre-bankruptcy liens. A final evidentiary hearing is scheduled for July 17. About DMCC 26th Ave LLC DMCC 26th Ave LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03657) with $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Judge Hon. Jason A Burgess oversees the case. The Debtor is represented by: Justin M. Luna, Esq. Latham, Luna, Eden & Beaudine, LLP Tel: 407-481-5800 Email: jluna@lathamluna.com DOTDASH MEREDITH: Moody's Rates New Senior Secured Notes 'B2' ------------------------------------------------------------- Moody's Ratings assigned a B2 rating to Dotdash Meredith Inc.'s (Dotdash Meredith) new senior secured note. All other ratings including the existing B2 corporate family rating and B2 rating on the secured credit facility are unchanged. The outlook is stable. The net proceeds of the proposed senior secured note and cash from the balance sheet will be used to refinance the remaining portion of the existing term loan B-1 due in December 2028. In May 2025, Dotdash Meredith refinanced the $150 million revolving credit facility and term loan A-1 and extended the debt maturity to 2030. On June 2, 2025, the company launched a $700 million senior secured term loan to refinance part of the existing term loan B-1. The ratings on the term loan B-1 will be withdrawn following repayment. RATINGS RATIONALE Dotdash Meredith Inc.'s B2 CFR reflects the company's decline in leverage levels (5.2x LTM Q1 2025) driven by strength in the digital segment, which Moody's expects will be the primary driver of performance and lead to higher EBITDA margins as the benefits of the integration of the Meredith brand names onto the digital media platform continue to improve. While Dotdash Meredith has completed the rationalization and restructuring of its print magazine assets, the company remains exposed to secular declines in print publishing, although print represents a modest portion of overall EBITDA. There is also exposure to consumer discretionary end markets and geographic concentration. Additional concerns include possible declines in website traffic due to rapidly changing technology and industry standards, new approaches for content delivery, branding and distribution, and sudden shifts in how consumers engage with media content over time. Modifications to Google's and other search engine's algorithms could also negatively impact Dotdash Meredith's websites placements on search engine results and weigh on customer traffic. Dotdash Meredith derives support from its position as a leading Internet publisher that owns a broad portfolio of well-known consumer lifestyle media brands and digital media assets. High intent online customer traffic that relies on first-party data is also expected to produce greater sales conversions and more meaningful ROI for advertising clients than traditional marketing channels. As the benefits of the Meredith's brands and Dotdash's digital services, including its D/Cipher offering, are realized, free cash flow (FCF) and profitability will continue to improve in 2025. While the company's parent, IAC, is not a guarantor to the credit agreement, there is implied support as IAC has historically provided resources to Dotdash Meredith and maintained sizable excess internal liquidity. Over the next 12-18 months, Moody's expects Dotdash Meredith will maintain very good liquidity supported by $243 million of cash on the balance sheet as of Q1 2025 and access to an undrawn $150 million revolving credit facility due 2030. Operating cash flow is likely to continue to expand and drive FCF as a percentage of debt to the mid to high single digits in 2025. Capital expenditures are likely to remain in the high teens range. The term loan A has a mandatory 5% amortization of $17.5 million per annum (stepping up to 10% amortization in 2028 and 15% amortization in 2029). The term loan B is covenant lite, but the revolver and term loan A are subject to a 5.5x Consolidated Net Leverage maintenance covenant (as defined in the credit agreement) that is operative if either the revolver is drawn or the term loan A is outstanding. Moody's expects Dotdash Meredith will maintain significant covenant headroom over the next twelve months. Liquidity is also boosted by IAC's substantial financial resources, which IAC could use to support the company, if needed. IAC had about $917 million of cash and marketable securities (excluding cash at Dotdash Meredith) as of Q1 2025. The credit facilities and proposed secured note are rated B2, the same rating as the B2 CFR, and reflect that secured debt comprises the preponderance of the company's capital structure. The credit facilities and secured note are secured by a first-priority lien on substantially all tangible as well as intangible assets and carry upstream guarantees from present and future direct and indirect wholly-owned material restricted domestic subsidiaries of the borrower, Dotdash Meredith Inc. Dotdash Meredith Inc. is a wholly-owned indirect subsidiary of IAC Group, LLC, which is a direct wholly-owned subsidiary of IAC. The secured debt do not benefit from a downstream guarantee from IAC. The stable outlook reflects Moody's expectations for relatively flat revenue performance in 2025 as digital media revenue growth is offset by continuing secular declines in print publication revenue. Dotdash Meredith's digital media business, which accounts for the vast majority of EBITDA, will benefit from first party, high intent data that is likely to drive higher profitability through 2026. Moody's expects Dotdash Meredith's leverage levels to decline modestly to about 5x in 2025 with additional improvement in 2026 from EBITDA growth and from mandatory debt repayment. Operating performance will also continue to be sensitive to macro-economic conditions given the company's significant exposure to discretionary consumer spending. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could occur if Dotdash Meredith demonstrates continuing organic revenue growth in line or ahead of the market with expanding EBITDA margins. Financial leverage would need to approach 4.5x total debt to EBITDA (as calculated by us), with free cash flow as a percentage of total debt of at least 5% and adherence to conservative financial policies with respect to potential dividends paid to the parent. The company would also need to maintain a strong liquidity position. The ratings could be downgraded if financial leverage is sustained above 6.5x total debt to EBITDA (as calculated by us) due to operating weakness or leveraging transactions, or a weakened competitive position with a decline in EBITDA margins below 10% for an extended period. A deterioration in Dotdash Meredith's liquidity could also lead to negative rating pressure. With headquarters in New York, NY, Dotdash Meredith Inc. ("Dotdash Meredith") was formed in 2021 via the combination of IAC Inc.'s ("IAC") digital publishing business, Dotdash Media Inc., and Meredith Corp.'s print magazine, digital publishing and brand licensing assets ("MHC") in a transaction valued at approximately $2.7 billion. The merger created a leading internet property and consumer media publisher with over 40 leading brands. Dotdash Meredith is a 100% owned subsidiary of IAC. LTM revenue as of Q1 2025 was $1.8 billion. The principal methodology used in this rating was Media published in June 2021. DOVGAL EXPRESS: Court Extends Cash Collateral Access to July 9 -------------------------------------------------------------- Dovgal Express, Inc. received another extension from the U.S. Bankruptcy Court for the Northern District of Illinois to use its lenders' cash collateral. The fourth interim order signed by Judge Timothy Barnes authorized the company to use cash collateral through July 9 to pay the expenses set forth in its budget. The budget projects total expenses of $32,000 for the interim period. As protection for the use of their cash collateral, the lenders were granted replacement liens on their collateral and will receive payments in accordance with the budget. In addition, Dovgal Express was ordered to make total payments of $231,870.33 to its lenders as further protection. The lenders asserting interests in the cash collateral are 777 Equipment Finance LLC, Alliance Funding Group as servicer for Amur Equipment Finance Inc., Commercial Credit Group, Inc., Daimler Truck Financial Services USA, LLC, Equify Financial, LLC, M & T Equipment Finance Corp., Siemens Financial Services, Inc, Stride Bank N.A., Trans Lease Inc., Transportation Alliance Bank, Inc., Webster Capital Finance, and Wells Fargo Equipment Finance, Inc. The next hearing is scheduled for July 2. Commercial Credit Group is represented by: Brian P. Welch, Esq. Burke, Warren, MacKay & Serritella P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Telephone: 312-840-7117 bwelch@burkelaw.com Daimler Truck Financial Services is represented by: Elisabeth M. Von Eitzen, Esq. Warner NorCross + Judd, LLP 180 East Water Street, Ste. 7000 Kalamazoo, MI 49007 (269) 276-8118 evoneitzen@wnj.com Equify Financial is represented by: David L. Staab, Esq. Haynes and Boone, LLP 2801 N. Harwood Street Dallas, TX 75201 Phone: +1 817.347.6645 Fax: +1 817.348.2387 david.staab@haynesboone.com Siemens Financial Services is represented by: Arlene N. Gelman, Esq. Vedder Price, P.C. 222 N. LaSalle Street, Suite 2600 Chicago, IL 60601 Telephone: 312-609-7500 agelman@vedderprice.com Stride Bank is represented by: Mark Bogdanowicz, Esq. Spencer Fane LLP 1000 Walnut St., Suite 1400 Kansas City, MO 64106 Tel: (816) 474-8100 Fax: (816) 474-3216 mbogdanowicz@spencerfane.com Transportation Alliance Bank is represented by: Morgan I. Marcus, Esq. Carlson Dash, LLC 216 S. Jefferson St., Suite 303 Telephone: 312-382-1600 mmarcus@carlsondash.com About Dovgal Express Inc. Dovgal Express, Inc. is a transportation services provider specializing in dry van truckload, less-than-truckload, and refrigerated shipments. Dovgal Express sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-18991) on Dec. 20, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Oleksandr Dovgal, president of Dovgal Express, signed the petition. Judge Timothy A. Barnes handles the case. The Debtor is represented by: O Allan Fridman Law Office Of O. Allan Fridman Tel: 847-412-0788 Email: allanfridman@gmail.com ECHOSTAR CORP: Shares Drop on Possible Bankruptcy Filing Reports ---------------------------------------------------------------- Jeran Wittenstein of Bloomberg News reports that EchoStar shares plunged 23% in postmarket trading after a Wall Street Journal report revealed the company is exploring a possible Chapter 11 bankruptcy filing. The move comes amid an ongoing Federal Communications Commission review of its wireless and satellite spectrum assets, according to sources familiar with the matter. An EchoStar spokesperson declined to address the report directly, saying, "We will not comment on rumors or speculation." However, the company emphasized its commitment to "delivering ubiquitous connectivity to our customers worldwide and offering a competitive alternative to incumbent wireless providers." The news adds to mounting financial concerns, following Dish Network’s missed interest payment on June 2, 2025, the report states. About Echostar Headquartered in Englewood, Colorado, EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services. As of December 31, 2024, EchoStar had $60.9 billion in total assets, $40.7 billion in total liabilities, and total stockholders' equity of $20.2 billion. ECOSTAR CORP: Prepares Possible Ch. 11 Filing Amid FCC Review ------------------------------------------------------------- The Wall Street Journal reports that EchoStar (SATS.O) is reportedly exploring a Chapter 11 bankruptcy filing as it seeks to protect its wireless spectrum licenses from potential revocation by federal regulators, according to a Wall Street Journal report on Friday, June 6, 2025, citing individuals familiar with the matter. The company declined to comment. In May 2025, the Federal Communications Commission (FCC) informed EchoStar that it was examining the company's compliance with federal 5G deployment requirements in the U.S., raising concerns about its extension requests and mobile-satellite services, the report states. EchoStar noted in a recent regulatory filing that the FCC's actions have significantly constrained its ability to pursue strategic investments and growth plans for its Boost Mobile business. The company also disclosed it had missed approximately $500 million in interest payments, citing uncertainty caused by the ongoing FCC review. Additionally, DirecTV called off its planned acquisition of EchoStar's satellite TV unit, which includes Dish TV, last 2024 after a proposed debt exchange deal failed, according to report. About Echostar Headquartered in Englewood, Colorado, EchoStar Corporation is a holding company that was organized in October 2007 as a corporation under the laws of the State of Nevada. Its subsidiaries operate four primary business segments: (1) Pay-TV; (2) Retail Wireless; (3) 5G Network Deployment; and (4) Broadband and Satellite Services. As of December 31, 2024, EchoStar had $60.9 billion in total assets, $40.7 billion in total liabilities, and total stockholders' equity of $20.2 billion. ENCINO ACQUISITION: Fitch Puts 'B' LongTerm IDR on Watch Positive ----------------------------------------------------------------- Fitch Ratings has placed the 'B' Long-Term Issuer Default Rating (IDR) and all issue level ratings of Encino Acquisition Partners Holdings, LLC and Encino Acquisition Partners, LLC (Encino) on Ratings Watch Positive (RWP). The RWP follows the announcement that EOG Resources, Inc. (EOG) has entered into a definitive agreement to acquire Encino in a transaction valued at approximately $5.6 billion, inclusive of Encino's net debt. The deal is expected to be funded through $3.5 billion of debt and $2.1 billion of cash on hand. The deal meaningfully enhances EOG'S Utica footprint by adding high quality acreage in both the volatile oil window and natural gas window of the Utica basin. Fitch expects to resolve the Rating Watch upon closing of the transaction, which is currently expected in 2H25. Although unlikely, the closing of the transaction and resolution of the RWP could take longer than six months. Key Rating Drivers Accretive Utica Basin Acquisition: The acquisition of Encino by EOG will significantly expand EOG's contiguous liquids-rich acreage, add further natural gas exposure, and increase the company's working interest in the Utica Basin. The transaction significantly increases EOG's Utica production from 40mboepd to 275mboepd proforma. The transaction is accretive to EOG's financial metrics including free cash flow and is expected to generate more than $150 million of synergies within the first year driven by lower capital, operating, and debt financing costs. The following Key Rating Drivers are for Encino's standalone credit profile: Nearing FCF Neutrality: Fitch anticipates a shift toward emphasizing FCF generation in 2025, following several years of investing to increase oil production. The company is expected to be FCF neutral to positive in 2025 and 2026 under Fitch's price deck assumptions. In the near term, Encino will continue to prioritize oil production over natural gas and natural gas liquids (NGLs) due to relatively strong economic returns. Fitch projects capex to be approximately $1.1 billion in 2025, decreasing to $900 million in the later years of the forecast period. Any FCF generated is expected to be applied towards debt reduction. High FT Costs: Encino's FT costs rank among the highest of Fitch's monitored natural gas producers. Encino inherited these long-dated FT agreements for natural gas takeaway, which causes significant exposure at low pricing. However, these high FT contracts offer Encino better pricing compared with in-basin sales and ensure sufficient takeaway capacity at current volumes. In addition, management is attempting to mitigate these higher costs by increasing liquids production. Midcycle Leverage Below 2.0x; Improving Liquidity: Fitch believes Encino's high-quality asset profile, coupled with its hedge position, supports FCF generation and gross debt repayment. Fitch's base case projects EBITDA leverage will remain below 2.0x under a $57/barrel (bbl) midcycle West Texas Intermediate (WTI) price assumption. Additionally, the remaining equity investment from the Canada Pension Plan Investment Boardand anticipated neutral to positive FCF generation further bolster the company's liquidity. Sizable Utica Footprint: Encino's expansive acreage across the Utica shale provides flexibility in drilling plans, enabling the company to choose between dry gas and wet gas wells based on economic factors or pipeline commitments and constraints. Encino is the second-largest producer of gas in the Ohio Utica. However, its production is lower than most Fitch-rated natural gas peers. The company has focused its drilling efforts in areas with a higher condensate mix to enhance overall realized pricing and maintains a relatively high percentage of condensate and NGLs in its production portfolio compared to peers. Favorable Hedging Policy: Encino employs a supportive hedging strategy. Approximately 78% of Fitch-forecasted natural gas production is hedged at $3.70/thousand cubic feet (mcf) and approximately 61% of Fitch-forecasted oil production is hedged at $71/bbl for 2025. The company also maintains hedges on condensate, ethane, propane, and butane. Fitch views this hedging strategy favorably, as it reduces cash flow volatility and secures returns for the company. Peer Analysis Encino's rating reflects the company's size, relatively low leverage and favorable netbacks. Encino is smaller than other gas-oriented peers at approximately 1,082 million cubic feet equivalent per day (mmcfed) produced in 2024, which is lower than the largest Utica Basin producer, Ascent Resources Utica Holdings, LLC (Ascent; BB-/Positive) at 2,166mmcfed. Encino's production is slightly below that of Comstock Resources Inc. (Comstock; B/Stable) at 1,442mmcfed. Encino has strong netbacks, as 45% of its production consists of liquids, materially higher than other predominantly natural gas producers. Its production expenses are relatively higher than its peer group, but this is offset by a much higher realized unhedged commodity price. Encino had a 2024 Fitch-calculated unhedged netback of $1.86 per thousand cubic feet equivalent per day (mcfed) compared with Ascent ($0.70/mcfed) and Comstock ($0.81/mcfed). Fitch expects leverage to remain under 2.0x throughout the forecast period. This is within range of other issuers rated 'B'. Key Assumptions - Henry Hub natural gas price of $3.25/mcf in 2025, $3/mcf in 2026, and $2.75/mcf thereafter; - WTI oil prices of $60/bbl in 2025 through 2027and $57/bbl thereafter; - Production growth in the high teens in 2025, followed by mid-to-low single digit growth thereafter; - Capex of approximately $1.1 billion in 2025, declining to $900 million in the outer years of the forecast; - Any FCF proceeds are applied to debt reduction; - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve. Recovery Analysis Key Recovery Rating Assumptions The recovery analysis assumes that Encino Acquisition Partners Holdings, LLC would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern Approach Encino's GC EBITDA assumption reflects Fitch's projections under a stressed-case price deck, which assumes Henry Hub natural gas prices of $2.50 in 2025, and $2.25 thereafter and WTI oil prices of $32 in 2025, $42 in 2026, and $45 thereafter. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). The GC EBITDA assumption of $490 million reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. Fitch applied an EV multiple of 3.5x EBITDA to the increased GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x. - Recent M&A transactions in the Appalachian Basin include Southwestern Energy Company acquired Montage Resources Corporation in August 2020, which implied a 3.4x multiple on LTM EBITDA; and EQT Corporation (BBB-/Stable), which acquired Alta Resources Development in 3Q21 at a 5.0x multiple (including midstream assets). Encino's valuation reflects the lack of public exploration and production companies operating in the Utica Basin, which could limit buyers resulting in a discount to valuations. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance-sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions for each basin, including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. The revolver is assumed to be 80% drawn upon default, with the expectation that commitments would be reduced during a redetermination. The revolver is senior to the senior unsecured notes in the waterfall. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch expects to resolve the RWP upon completion of the contemplated transaction under proposed terms and favorable treatment of Encino's debt. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Inability to generate positive FCF, which results in reduced liquidity and increased leverage; - Change in financial policy, including reduced commitment to repay debt and/or a reduction in the hedging program; - Loss of operational momentum, resulting in material production declines from current levels; - Mid-cycle EBITDA Leverage above 3.0x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Independent of the transaction - Track record of generating material positive FCF; - Adherence to management's financial policy to reduce debt and enhance liquidity; - Maintenance of mid-cycle EBITDA Leverage at or below 2.5x and ability to maintain adequate higher value liquids inventory. Liquidity and Debt Structure Encino has sufficient liquidity which supports the rating. The company has manageable refinancing risk with no near-term maturities. Issuer Profile Encino Acquisition Partners Holdings, LLC and Encino Acquisition Partners, LLC is a private equity backed, exploration and production (E&P) company with over 1.1 million acres in Ohio's Utica shale play. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Encino Acquisition Partners Holdings, LLC LT IDR B Rating Watch On B senior unsecured LT B Rating Watch On RR4 B Encino Acquisition Partners, LLC LT IDR B Rating Watch On B ENDI PLAZA: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Endi Plaza LLC 11 Cucolo Lane Monsey, NY 10952 Business Description: Endi Plaza LLC owns a mixed use residential apartment and commercial complex located at 2120 London Road, Duluth, Minnesota, known as "Endi Apartments" containing 142 apartment units and 13,876 square feet of retail space and relating parking. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Southern District of New York Case No.: 25-35613 Debtor's Bankruptcy Counsel: GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million Josh Steiner signed the petition as restructuring officer. The petition was filed without the Debtor's list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GFOOS4Q/Endi_plaza_llc__nysbke-25-35613__0001.0.pdf?mcid=tGE4TAMA ENSONO INTERMEDIATE: $150MM Loan Add-on No Impact on Moody's B3 CFR ------------------------------------------------------------------- Moody's Ratings says the B3 corporate family rating, B3-PD probability of default rating, and positive outlook of Ensono Intermediate HoldCo, Inc. (Ensono) remain unchanged following the company's announcement that it plans to issue an add-on of $150 million to its existing senior secured first lien term loan maturing May 2028 (rated B3) issued by Ensono, Inc. The company will use net proceeds to add cash to the balance sheet for general corporate purposes, including to fund growth capital expenditures. Ensono is a hybrid IT managed service provider. RATINGS RATIONALE Ensono's B3 CFR benefits from its stable base of contracted recurring revenue, strong revenue, EBITDA, and bookings trends, and its solid position within the market for managed mainframe and midrange computer services. Capital intensity, increasingly success-based in nature, could further moderate over time. The company largely targets Fortune 1000 enterprises with annual revenue from $1 to $15 billion and has had great success adding new logos and expanding wallet share from existing clients. The compelling cost reduction benefits to on-premise IT managers from outsourcing mainframe and other IT workloads and operations is expected to continue to support Ensono's steady growth and margin expansion. The CFR is constrained by high debt to EBITDA of 7.5x pro forma for the proposed transaction as of LTM March 31, 2025 and significant success-based capital investments from strong bookings growth contributing to negative free cash flow since 2022. The company has been reliant at times on additional debt to fund success-based capital investments which Moody's expects to continue and may slow the trajectory of debt to EBITDA declining. The customer base also remains relatively concentrated among its top 10 clients. All financial metrics cited reflect Moody's standard adjustments unless otherwise noted. The positive outlook reflects Moody's expectations for Ensono to have at least high single-digit percentage revenue growth while maintaining at least adequate liquidity over the next 12-18 months. Moody's expects revenue and EBITDA growth trends will contribute to debt to EBITDA declining towards 6x by year-end 2025 and further towards the low-to-mid 5x range by year-end 2026. Headquartered in the Chicago area, Ensono is a hybrid IT managed service provider focused on mission critical workloads for enterprise customers. The company supports mainframe, infrastructure, private cloud and public cloud solutions primarily in the US and Europe, with a differentiated expertise in legacy mainframe systems. ESCALON MEDICAL: Newton Charles Carter Holds 6.2% Equity Stake -------------------------------------------------------------- Newton Charles Carter disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 19, 2025, he beneficially owned 462,418 shares of Escalon Medical Corp's common stock, representing 6.2% of the outstanding common stock. Newton Charles Carter may be reached at: 1159 East Keswick Dr. Keswick, VA 22947 A full-text copy of Mr. Carter's SEC report is available at: https://tinyurl.com/bdzbsupw About Escalon Headquartered in Wayne, Pennsylvania, Escalon Medical Corp. operates in the healthcare market, specializing in the development, manufacture, marketing and distribution of medical devices for ophthalmic applications. Marlton, New Jersey-based Marcum LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 30, 2024, citing that the Company's historical recurring losses from operations and negative cash flows from operating activities raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred a net loss of $125,261 for the year ending June 30, 2024. As of June 30, 2024, the Company had an accumulated deficit of $68.5 million and had incurred historical recurring losses from operations and negative cash flows from operating activities in prior years except for the fiscal year ended June 30, 2023. Although the general trend has been toward profitability, with only one year of income in the past five, the Company questions whether it will maintain this positive trend in profitability and continue experiencing sales growth. F.I.A. LLC: Joseph Richard Moore Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Joseph Richard Moore as Subchapter V Trustee for F.I.A., LLC. Mr. Moore will be paid an hourly fee of $350 for his services as Subchapter V trustee, an hourly fee of $110 for his legal assistant, and will be reimbursed for work related expenses incurred. Mr. Moore declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joseph Richard Moore 200 Washington Street Monroe, LA 71201 (318) 322-6232 Email: subv@eorumyoung.com About F.I.A. LLC F.I.A. LLC is a real estate lessor based in Louisiana, with its principal assets located at 564 Hwy. 171 Bypass, Many, La. F.I.A. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 25-80288) on May 13, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Stephen D. Wheelis handles the case. The Debtor is represented by Conner L. Dillon, Esq., at Gold, Weems, Bruser, Sues & Rundell, APLC. FLAGSHIP RESORT: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Flagship Resort Development Corporation. The committee members are: 1. Flagship Condominium Association, Inc. 60 North Maine Avenue Atlantic City, NJ 08401 Attn: Baron Brockington baronbrockington41@gmail.com 2. Royal Suites Interval Owners Association, Inc. 60 North Maine Avenue Atlantic City, NJ 08401 Attn: Gary Earland gary@pkfinancialgrp.com 3. Michael Lantych c/o Andrew M. Milz, Esq. Flitter Milz, PC 450 N. Narberth Avenue, Suite 101 Narberth, PA 19072 amilz@consumerslaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Flagship Resort Development Flagship Resort Development Corporation, a privately held hospitality and resort development company based in New Jersey, specializes in timeshare vacation ownership in the Atlantic City region. It operates 774 living units across three properties -- Flagship All-Suites Resort, Atlantic Palace, and La Sammana Resort -- offering a mix of deeded timeshare interests, club memberships, and exchange-based travel benefits. The company is a wholly owned subsidiary of FantaSea Resorts Group, Inc. Flagship Resort Development Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-15047) on May 10, 2025. In its petition, the Debtor reports estimated assets between $50 million and $100 million. Honorable Bankruptcy Judge Jerrold N. Poslusny Jr. handles the case. The Debtor is represented by Warren J. Martin Jr., Esq. at Porzio, Bromberg & Newman, P.C. Kroll Restructuring Administration LLC is the Debtor's Notice, claims, solicitation, balloting and administrative agent. FLAME NEWCO: Moody's Affirms 'B3' CFR Amid SunCoke Transaction -------------------------------------------------------------- Moody's Ratings has affirmed Flame NewCo, LLC's (Flame) B3 corporate family rating, a B3-PD probability of default rating and a B3 rating of its first lien senior secured term loan following the announcement of its acquisition by SunCoke Energy, Inc. for $325 million on a cash-free, debt-free basis. The acquisition is expected to be completed during the second half of 2025. The outlook remains stable. RATINGS RATIONALE The rating action reflects Flame's solid operating and financial performance following the company's emergence from Chapter 11 bankruptcy in 2023. With an approximately 75% reduction in debt, an improvement in the company's liquidity position and restructuring of unfavorable customer contracts and significant capex investments made to date, Flame's is better positioned to weather cyclical downturns in the volatile steel sector to which it is highly exposed. Financial metrics have remained stable since the emergence from bankruptcy with leverage (Moody's adjusted Debt/EBITDA) at 2.6x for the LTM period despite the softness experienced by steel manufacturers during this time. Flame's B3 CFR is supported by its solid market position, moderate leverage post emergence from bankruptcy, improved performance following the renegotiation of the majority of the customer contracts, better downside protection afforded by fixed fees, price escalators and the pass-throughs of certain costs as well as the exit from less profitable operations. The company's ratings are constrained by its predominant exposure to the highly cyclical steel sector, material reliance on certain customers given the recent consolidation in the domestic steel industry, historically inconsistent free cash flow generation and the lack of committed external liquidity sources. The rating also reflect uncertainties related to the continuing soft macroeconomic backdrop, heightened economic uncertainty brought by rising trade tensions and the risks related to the potential non-renewal of some contracts that expire in the next few years. Flame has adequate liquidity to support operations in the near-term. As of March 31, 2025, the company had $23 million of cash and cash equivalents. The company does not have any external sources of liquidity at the present. The credit agreement contains a single financial covenant of a minimum liquidity of $10 million, which Moody's expects the company to remain in compliance with. The B3 rating of the first lien senior secured exit term loan, in line with the CFR, reflects its preponderance in the company's new capital structure. The term loan has a first priority security interest in substantially all the assets of the borrower and the guarantors, including 100% of the equity of the debtors' foreign subsidiaries, subject to customary carve-outs. RATINGS OUTLOOK The stable outlook reflects Moody's expectations that the company will maintain its stable operating performance, generate modest positive free cash flow and will maintain credit metrics commensurate with the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings would be considered for an upgrade if the company is able to improve its profitability and coverage metrics, consistently generate positive free cash flow, improve it liquidity position and maintain the current leverage profile. Quantitatively, this would include improving and sustaining an EBIT margin at above 4%, an EBIT/Interest Expense ratio over 2x and a leverage ratio (Debt/EBITDA) below 4.5x and cash flow from operations minus dividends above 10% of outstanding debt. The ratings would be considered for a downgrade if the company experiences a material deterioration in the operating performance or if liquidity declines below $20 million, if the company's pursues a material debt-financed acquisition or shareholder distributions. Quantitatively, the ratings could be downgrades if the leverage ratio increases and is sustained above 5.5x or cash flow from operations minus dividends falls below 5% of outstanding debt. Headquartered in Radnor, Pennsylvania, Flame NewCo, LLC provides on-site steel mill services such as the removal, handling, and processing of slag, metal recovery, scrap preparation, material handling, aggregate sales and other ancillary services and generated about $272 million in revenues for the LTM period ended March 31, 2025. The company is privately owned by a group of new money exit, roll-up DIP and pre-petition lenders following the emergence from bankruptcy. The principal methodology used in these ratings was Steel published in November 2021. FLUENT INC: Phillip Frost, Frost Gamma Investments Hold 31.1% Stake ------------------------------------------------------------------- Phillip Frost, M.D. and Frost Gamma Investments Trust disclosed in a Schedule 13D (Amendment No. 25) filed with the U.S. Securities and Exchange Commission that as of May 19, 2025, they beneficially owned an aggregate of 6,731,308 shares of Fluent, Inc.'s common stock, par value $0.0005 per share. This includes 66,667 shares underlying a convertible subordinated promissory note, 909,297 shares underlying warrants issued on May 19, 2025, and 909,085 shares issued upon the exercise of unregistered pre-funded warrants on May 19, 2025. The total stake represents approximately 31.1% of Fluent, Inc.'s 20,643,660 outstanding shares of common stock, as reported in the company's Form 10-Q filed on May 16, 2025. Phillip Frost, M.D. may be reached through: Daniel Barsky, Esq. 300 Vesey Street, 9th Floor New York, NY, 10282 Tel: (646) 669-7272 A full-text copy of Mr. Frost's SEC report is available at: https://tinyurl.com/ymuss8hd About Fluent Inc. Fluent, Inc. -- https://www.fluentco.com -- Fluent, Inc. provides commerce media solutions that connect brands with consumers through customer acquisition and digital marketing campaigns. The Company utilizes proprietary machine learning, first-party data, and diverse ad inventory across partner ecosystems and owned sites. Headquartered in the U.S., Fluent has operated in the performance marketing sector since 2010. New York, N.Y.-based Grant Thornton LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that as of December 31, 2024, the Company was not in compliance with financial covenants of the SLR Credit Agreement. On March 10, 2025, the Company entered into the Fourth Amendment to the SLR Credit Agreement, which among other things, waived the non-compliance with the financial covenants as of December 31, 2024. The Company's business plan for 2025, contemplates reduced operating losses, maintaining compliance with the revised financial covenants under the SLR Credit Agreement and obtaining additional working capital. The Company's ability to achieve the foregoing elements of its business plan and maintaining compliance with its financial covenants is uncertain and raises substantial doubt about its ability to continue as a going concern. FORTREA HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit and issue-level ratings on North Carolina-based contract research organization Fortrea Holdings Inc. to 'B-' from 'B+' and removed all ratings from CreditWatch, where we had placed them with negative implications on March 6, 2025. Our '3' recovery rating is unchanged. S&P said, "The stable outlook reflects our base-case expectation that Fortrea will expand EBITDA margins over the next few years and generate positive free cash flow for the remainder of 2025 and in subsequent years. "The downgrade reflects our view that Fortrea's credit metrics will remain weak for the next few years. Over the last two years, Fortrea has experienced significantly greater-than-anticipated challenges in establishing itself as a standalone entity. At the time of its spin-off from Labcorp, we expected S&P Global Ratings-adjusted EBITDA margins for 2024-2025 would be 12%-13%. We now anticipate they will be less than 6% for fiscal 2025, improving to about 8% in 2026. "Accordingly, cash flow has fallen well short of our expectations, while leverage has remained well above them. We expect credit metrics will improve gradually as a result of business optimization efforts and the roll off of transition support agreement costs. "As a result of the magnitude of these challenges and their persistence, we lowered our assessment of the company's business risk to weak from fair. In accordance with our criteria, our S&P Global Ratings-adjusted debt measure now reflects gross, rather than net, debt. "Although Fortrea's credit metrics will likely improve in 2026, it will take several more years until it can bring profitability in line with contract research organization (CRO) peers." Despite its challenges, Fortrea has successfully exited substantially all of its transition support agreement and identified major cost-saving opportunities. The TSA exit should reduce duplicative costs and enable greater flexibility with contracting. Fortrea has targeted annual gross cost reductions of about $150 million, but restructuring costs have burdened cash flow and S&P Global Ratings-adjusted EBITDA. Still, these cuts should contribute to margin improvement after this year, even if partly offset by increased incentive pay to workers. Given its mix of existing projects within bookings, S&P expects Fortrea's profitability will continue to lag peers for at least the next few years as older, less profitable contracts see their proportion of the company's revenues gradually decline. The company expects to have the majority of its business tied to more profitable post-spin projects by late 2026. S&P said, "As the CRO industry faces continued headwinds, we expect Fortrea will maintain its market position. Fortrea has benefitted from prioritizing its relationships with customers. Since its spin, and particularly over the last three quarters, Fortrea has sustained bookings comparable or favorable to its larger public peers, which we expect will return revenue growth at low- to mid-single-digit percent in 2026. The industry faces challenges from delayed pharmaceutical decision making, biotech funding, and macroeconomic uncertainty that have contributed to over 25% declines in market capitalizations of Fortrea, IQVIA, ICON PLC, and Thermo Fisher (parent of PPD) over the last year. Our rating has support from our view that despite its challenges, Fortrea has not seen its market share decline and has retained skilled workers who are the primary interface between the company and its customers. "The stable outlook reflects our base-case expectation that Fortrea will generate positive free cash flow for the remainder of 2025 and in subsequent years, gradually improving EBITDA margins and reducing leverage. "We could lower our rating on Fortrea if we expect it to sustain cash flow deficits that could lead us to view the capital structure as unsustainable, or if liquidity becomes strained. "We could raise our rating on Fortrea if we expect it to sustain reported free operating cash flow (FOCF) above 2% of its S&P Global Ratings-adjusted debt." FOUR HATS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Four Hats, Inc. About Four Hats Inc. Four Hats Inc. is a veteran-owned company that specializes in providing traffic control services and equipment. Established in 2015, the Company operates in Georgia and Texas, serving industries such as construction, utilities, film and special events, and emergency response. Four Hats Inc. is committed to ensuring safety and efficiency through certified professionals handling traffic management solutions like flagging, lane shifts, utility crossings, and detours. Four Hats filed Chapter 11 petition (Bankr. N.D. Ga. Case No. 25-10554) on April 15, 2025, listing up to $10 million in both assets and liabilities. David Garten, sole shareholder and president of Four Hats, signed the petition. Judge Paul Baisier oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. GAMESTOP CORP: Buys 4,710 Bitcoin --------------------------------- GameStop Corp. announced that it has purchased 4,710 Bitcoin on May 28, 2025. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. As of August 3, 2024, GameStop had $5.5 billion in total assets, $1.2 billion in total liabilities, and $4.4 billion in total stockholders' equity. * * * Egan-Jones Ratings Company on January 15, 2025, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation to CCC- from CC. GEORGIA VASCULAR : Seeks Cash Collateral Access ----------------------------------------------- Georgia Vascular Specialists, P.C. asked the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral. The Debtor, a long-standing vascular surgery practice in Atlanta, led by Dr. James Poindexter Jr., filed for Chapter 11 bankruptcy on May 13 due to compounded financial hardship. These challenges began with a significant drop in patient volume during the COVID-19 pandemic and escalated after the closure of Atlanta Medical Center (AMC) on October 31, 2022. Subsequently, the practice lost all but one surgeon, experienced critical staff departures, and faced operational setbacks following Dr. Poindexter's injury and illness. Additionally, reimbursement reductions and clawbacks by insurers created cash flow instability. The Debtor sought emergency and ongoing court authorization to use cash collateral -- funds in which creditors have a security interest -- to maintain business operations and avoid immediate closure and layoffs. Outstanding obligations total approximately $2.64 million, including: 1. A $275,747 line of credit and a $185,208 construction loan from JPMorgan Chase, both secured by nearly all business assets. 2. A $12,102 equipment lease with TCF Equipment Finance (now Huntington Bank). 3. A $2.17 million Small Business Administration disaster loan, secured by tangible and intangible business property. The Debtor previously received interim permission to use some of these funds and is now seeking continued use, supported by a proposed budget. As required under the Bankruptcy Code, the Debtor proposed adequate protection to secured lenders by offering replacement liens on post-petition assets. A hearing on the matter is set for June 4. About Georgia Vascular Specialists P.C. Georgia Vascular Specialists, P.C. provides vascular medicine and surgical services, including minimally invasive and traditional procedures for arterial, venous, and lymphatic conditions. The practice operates an accredited vascular ultrasound lab, ambulatory wound care services, and vein treatments, and offers inpatient care at Piedmont Hospital and Atlanta Medical Center. Founded in 1989, Georgia Vascular Specialist is based in Georgia. Georgia Vascular Specialists sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-55352) on May 13, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Benjamin Keck, Esq., at Keck Legal, LLC. GILLETTE ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Gillette Enterprises LLC d/b/a Elysian Fields 1273 S. Tamiami Trl Sarasota, FL 34239 Business Description: Gillette Enterprises LLC dba Elysian Fields is a specialty retail store in Sarasota that offers a curated selection of gifts, books, crystals, bath and body products, jewelry, and candles. The store features items from local and international artisans, as well as spiritual readings by licensed practitioners. With a 30-year presence in the community, Elysian Fields focuses on providing a tranquil and inclusive shopping experience. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Middle District of Florida Case No.: 25-03803 Judge: Hon. Catherine Peek Mcewen Debtor's Counsel: Alberto ("Al") F. Gomez, Jr., Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 400 N Ashley Dr. #3100 Tampa, FL 33602 Tel: 813-225-2500 Email: al@jpfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Gillette as managing member. The Debtor failed to include a list of its 20 largest unsecured creditors in the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/QYDXHPA/Gillette_Enterprises_LLC__flmbke-25-03803__0001.0.pdf?mcid=tGE4TAMA GIO LIQUOR: Seeks Cash Collateral Access ---------------------------------------- Gio Liquor Inc. asked the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for authority to use cash collateral. As of the petition date, the Debtor's key assets included $6,000 in cash and bank accounts, $8,000 in equipment, $2,000 in credit card receivables, $80,000 in inventory, and a liquor license valued at $60,000. The Debtor stresses that the value of its business significantly depends on its ability to continue daily operations. Two creditors may assert secured claims: Memo Financial Services, likely holding an all-asset lien related to money orders with a claim of $1,500, and 4-Score, which is asserting a disputed $410,000 claim and may claim a lien against the liquor license. The Debtor disputes the validity of these claims but recognizes the need to provide adequate protection if cash collateral is used. The Debtor argued that the inability to use cash collateral would cause immediate and irreparable harm to its business, potentially forcing a shutdown that would harm all creditors. To mitigate this risk and provide protection to any creditor with a valid lien, the Debtor proposed granting replacement liens on post-petition assets of the same type and priority as pre-bankruptcy liens. The Debtor has prepared a post-petition budget demonstrating its expected profitability and ability to cover ongoing expenses, supporting its assertion that continued operations will adequately protect the interests of secured creditors. About Gio Liquor Inc. Gio Liquor Inc., a Michigan-based liquor retailer, filed Chapter 11 petition (Bankr. E.D. Mich. Case No. 25-45091) on May 18, 2025. In its petition, the Debtor reported estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Judge Maria L. Oxholm handles the case. The Debtor is represented by Robert N. Bassel, Esq. at Robert Bassel, Attorney At Law. GIUSEPPE AND THE LION: 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 Giuseppe And The Lion, Inc. 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 Giuseppe And The Lion Inc. Giuseppe And The Lion, Inc. operates an Italian and sushi restaurant in Naples, Fla., offering live entertainment alongside its dining experience. Established in 1991, the restaurant blends Italian and Japanese cuisines, serving signature dishes such as Chicken and Artichoke Hearts Pasta and Pasta Bayou. It has become a popular destination for both locals and visitors. Giuseppe And The Lion sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00871) on May 5, 2025. In its petition, the Debtor reported estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Judge Caryl E. Delano handles the case. The Debtor is represented by Michael Dal Lago, Esq., at Dal Lago Law. GREEN TERRACE: Lender Seeks to Prohibit Cash Collateral Access -------------------------------------------------------------- Boken Lending II, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to prohibit Green Terrace Condominium Association, Inc. from using cash collateral. In 2015, Boken provided the Debtor with a $1.5 million loan secured by a mortgage on 16 condominium units, a parcel of land containing a clubhouse and pool, and the Debtor's right to collect assessments under three governing Declarations of Condominium. Boken alleges that due to gross mismanagement by the Debtor's Board, nearly all of its collateral has been devalued or lost. The 16 condo units were sold at tax deed sales after the Association failed to pay property taxes. The Clubhouse Parcel has deteriorated to the point of being closed due to safety hazards, and the Association has misapplied assessment practices by charging all unit owners a blended fee rather than calculating dues according to the percentages set forth in the Declarations. This has led to further loss of revenue, negatively impacting Boken's secured interest. Boken said that the Board has unlawfully commingled funds across the three condominiums in a single account, in violation of Florida law, and used its cash collateral without authorization. Notably, the Debtor allegedly spent approximately $220,000 on legal fees in the 90 days prior to filing for bankruptcy, while failing to pay for necessary services such as water—resulting in a nearly $750,000 debt to the City of West Palm Beach. Asserting that its collateral is at risk of further diminishment, Boken requested that the court condition any further use of cash collateral on adequate protection. Specifically, Boken sought $39,000 per month in adequate protection payments, payment of past and ongoing property taxes, a full accounting of cash collateral usage, proper budgeting controls, maintenance of insurance, inspection rights, and replacement liens for any lost value. Additionally, Boken asked for a superpriority administrative claim for any diminution in value. Citing both Florida condominium law and federal bankruptcy law, Boken emphasized the fiduciary duties of the Debtor's Board and the legal requirement to protect the value of secured creditors' collateral. Boken believes that without court-imposed protections, the Debtor's continued mismanagement will lead to further loss of estate value and creditor security. Boken reserves its right to seek relief from the automatic stay to foreclose on the Clubhouse Parcel if adequate protection is not granted. A court hearing is scheduled for June 23. About Green Terrace Condominium Association Green Terrace Condominium Association, Inc. is a not-for-profit corporation established in 1973 that manages Green Terrace Condominiums, a two-story residential complex in West Palm Beach, Florida. The association oversees amenities including a community pool, clubhouse, and parking, and permits rentals under specific restrictions. Green Terrace Condominium Association sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-14568) on April 25, 2025. In its petition, the Debtor reported estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Judge Mindy A. Mora handles the case. The Debtor is represented by Michael J. Niles, Esq., at Berger Singerman, LLP. Boken Lending II, LLC, as lender, is represented by: Matthew S. Kish, Esq. Shapiro, Blasi, Wasserman & Hermann, P.A. 7777 Glades Road, Suite 400 Boca Raton, FL 33434 Phone: 561.477.7800 mkish@sbwh.law HAMMER FIBER: Updates Restructuring, Fintech Shift and Growth Plans ------------------------------------------------------------------- Hammer Fiber Optics Holdings Corp. issued an open letter to its current and prospective shareholders sharing comprehensive update on its restructuring progress, financial cleanup, and renewed growth trajectory. A Strategic Shift Toward a Fintech-First Future: In late 2024, HMMR formally divested its legacy telecommunications assets, marking a complete exit from non-core operations. This allowed the Company to concentrate fully on its flagship fintech platform, HammerPay-a mobile-first digital wallet and neo-banking ecosystem purpose-built for the unbanked and underbanked populations across emerging markets. HammerPay is now expected to produce revenues and is positioned for scaled global deployment. Resolving Audit Legacy & Market Downgrade: Between 2022 and early 2025, the Company incurred approximately $2.7 million in expenses related to rectifying severe audit deficiencies and historical reporting gaps caused by poor prior audit performance. These issues led to our downgrade to the OTC Expert Market, undermining shareholder confidence and limiting access to capital. To resolve this, the Company engaged Salberg & Company, P.A., a PCAOB-registered audit firm with a proven SEC track record. Under Salberg's guidance, we have now brought our financials into full compliance and are actively pursuing reinstatement to a more favorable market tier. Responsible Capital Strategy: Partnership with Caban Global Reach PE: To support the Company's expansion without relying on toxic or dilutive financing, it entered into a strategic capital development partnership with Caban Global Reach Private Equity LP. Their involvement-details of which will be announced imminently-will enable structured, equity-based funding that aligns with our long-term vision. The Company is focused on building sustainable shareholder value through disciplined capital, not short-term speculation. The Related Party Note: Restructuring Backed by Commitment: During the Company's most critical period, HMMR received vital funding from one of our valued board members, Michael Sevell, who provided shareholder loans beginning in 2021. These advances-totaling $2,680,799 as of May 2025-were instrumental in supporting its pivot from telecommunications to fintech, executing financial restatements, and launching HammerPay. This debt has now been formally consolidated into a single Restated Convertible Note, and it is the Company's stated intention to retire this obligation through a structured equity conversion. In coordination with Caban Global Reach PE, this initiative reflects its commitment to eliminating legacy debt and positioning HMMR on a clear path to financial strength. A New Chapter for HMMR: The Company's priorities for the year ahead include: * Scaling revenues and accelerating merchant onboarding for HammerPay; * Retiring legacy obligations to strengthen the Company's balance sheet; * And delivering transparent, proactive shareholder communications, including regular SEC filings and strategic updates. "We are deeply grateful for your ongoing support. The rebuilding process has been demanding, but it has forged a stronger, more focused, and more resilient HMMR. I encourage you to stay informed by visiting our updated website at https://hmmrgroup.com, and I look forward to sharing continued progress in the months ahead," concluded Michael Cothill Executive Chairman & Principal Executive Officer of Hammer Technology Holdings Corp. About Hammer Fiber Optics Hammer Fiber Optics Holdings Corp. is now an alternative telecommunications carrier that is poised to position itself as a premier provider of diversified dark fiber networking solutions as well as high-capacity broadband wireless access networks in the United States and abroad. As of July 31, 2024, the Company had $3,036,829 in total assets, $3,998,146 in total liabilities, and a total stockholders' deficit of $961,317. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated February 4, 2025, citing that the Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. HAVOC BREWING: Court Extends Cash Collateral Access to June 20 -------------------------------------------------------------- Havoc Brewing Company, LLC received second interim approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to use cash collateral. The order penned by Judge Pamela McAfee authorized the company's interim use of cash collateral through June 20 to pay the expenses set forth in its budget, with a 10% variance. The budget shows total operational expenses of $116,032.04 for the period from May 20 to June 20. Celtic Bank and Catfish Haggen, LLC are the secured creditors that have interests in the company's assets. The secured creditors were granted a replacement lien on the company's post-petition property to the same extent and with the same validity and priority as their pre-bankruptcy liens. These secured creditors may seek administrative expense claims under Section 507(b) if their interests are not adequately protected. The next hearing is scheduled for June 17. About Havoc Brewing Company LLC Havoc Brewing Company, LLC is a veteran-owned craft brewery based in Pittsboro, N.C. Founded in 2023, the company operates a 6,500-square-foot taproom that features award-winning beers, a coffee bar, and regular community events such as trivia nights, live music, and food trucks. Havoc Brewing Company sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 25-01498) on April 25, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Pamela W. McAfee handles the case. The Debtor is represented by Joseph Z. Frost, Esq., at Buckmiller & Frost, PLLC. HELIUS MEDICAL: All Proposals OK'd at Special Meeting ----------------------------------------------------- At the special meeting of stockholders of Helius Medical Technologies, Inc., the Company's stockholders: (i) approved an amendment to the Company's Certificate of Incorporation to effect a reverse split of the Company's outstanding Class A common stock at a ratio of 1-to-2 to 1-to-250 to be determined at the discretion of the Company's Board of Directors, whereby each outstanding 2 to 250 shares would be combined, converted and changed into 1 share of the Company's Class A common stock, to enable the Company to comply with the Nasdaq Stock Market's continued listing requirements (ii) approved amendment to the Company's Certificate of Incorporation, to increase the number of authorized shares of its Common Stock to up to 800,000,000 shares, with such number to be determined at the Board's discretion; (iii) approved, pursuant to Nasdaq listing rules, the issuance of up to 148,621,326 shares of the Company's common stock in a potential financing; (iv) approved an amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan; and (v) approved authorization of one or more adjournments to the Special Meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 1, 2, 3 or 4 described. About Helius Medical Headquartered in Newtown, Pennsylvania, Helius Medical Technologies, Inc. (www.heliusmedical.com) is a neurotechnology company dedicated to neurological wellness. The Company's mission is to develop, license, or acquire non-implantable technologies aimed at reducing the symptoms of neurological disease or trauma. Its flagship product, the Portable Neuromodulation Stimulator (PoNS), is an innovative, non-implantable medical device consisting of a controller and a mouthpiece that delivers mild electrical stimulation to the surface of the tongue, offering treatment for gait deficits and chronic balance deficits. In its report dated March 25, 2025, the Company's auditor since 2022, Baker Tilly US, LLP, issued a "going concern" qualification, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024. citing that the Company has recurring losses from operations and an accumulated deficit, expects to incur losses for the foreseeable future, and requires additional working capital. These factors raise substantial doubt about their ability to continue as a going concern. As of March 31, 2025, Helius Medical Technologies had $3.5 million in total assets, $2.2 million in total liabilities, and total stockholders' equity of $1.3 million. IH 35 TRUCKING: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: IH 35 Trucking, LLC 2815 Piedmont St. Laredo, TX 78045 Business Description: IH 35 Trucking, LLC is a family-owned logistics provider based in Laredo, Texas, offering temperature-controlled and flatbed freight services across North America. The Company specializes in full truckload, intermodal, and cross-border transportation, with operations extending into Mexico and Canada. Leveraging satellite tracking, Qualcomm communications, and route optimization systems, it delivers tailored long-haul and short-haul logistics solutions for temperature-sensitive goods. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Southern District of Texas Case No.: 25-50057 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Carl M. Barto, Esq. LAW OFFICE OF CARL M. BARTO 817 Guadalupe Laredo TX 78040-5251 Tel: (956) 999-5163 E-mail: cmblaw@netscorp.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jorge Pablo Munoz as managing member. The petition was filed without the Debtor's list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/RL5EG3I/IH_35_TRUCKING_LLC__txsbke-25-50057__0001.0.pdf?mcid=tGE4TAMA INDEPENDENCE FUEL: Amends Motion on Fueling Station Equipment Sale ------------------------------------------------------------------ Christopher J. Moser, Chapter 7 Trustee of the case of Independence Fuel Systems LLC, amends motion that seeks permission from the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, to sell Property, free and clear of liens, interests, and encumbrances. The Trustee proposes to sell the Equipment free and clear of all liens, claims and encumbrances through an internet auction with all liens, claims and encumbrances attaching to the sale proceeds. Following the sale, the Trustee will seek an order authorizing the payment of any auction fees and expenses of Rosen Systems, Inc. from the gross sales proceeds. About Independence Fuel System Independence Fuel Systems, LLC, owner of gasoline stations in Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Texas Case No. 22-60301) on July 14, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Charles Neuberger, chairman of the Board of Managers, signed the petition. INGENOVIS HEALTH: Moody's Cuts CFR to 'Caa3', Outlook Stable ------------------------------------------------------------ Moody's Ratings downgraded the ratings of Ingenovis Health, Inc. (Ingenovis) including the corporate family rating to Caa3 from Caa1, probability of default rating to Caa3-PD from Caa1-PD, and the ratings on the senior secured first lien bank credit facilities to Caa3 from Caa1. The outlook is revised to stable from negative. The ratings downgrade reflects the company's deteriorating credit metrics as revenue continues to face headwinds due to the structural shift in the nurse staffing industry resulting in lower demand and reduced contract labor spend by healthcare providers. Ingenovis has implemented many cost cutting initiatives to right size its cost base, however, these steps have not been able to offset the margin compression and decline in revenue. Moody's estimates that the company's debt-to-EBITDA as of LTM March 31, 2025 was around 11.9x which includes some benefit from nurse strikes in the first quarter of 2025 that helped demand for Ingenovis' business. Moody's anticipates that leverage will remain elevated as operating expenses, namely high interest expense, will continue to pressure profitability and liquidity in the near term. RATINGS RATIONALE Ingenovis' Caa3 CFR is constrained by very high financial leverage and deteriorating credit metrics. Moody's expects leverage to remain over 10x for the next 12-18 months. Moody's anticipates that leverage will remain elevated as operating expenses, namely high interest expense, will continue to pressure profitability and liquidity in the near term. The rating is also constrained by the cyclical nature of demand for travel nurses and labor pressure including a shortage in nurse staffing. The company benefits from strong customer and geographic diversification and solid industry trends including nursing shortages and an aging population requiring more frequent medical attention. Moody's expects Ingenovis to maintain weak liquidity. As of March 31, 2025, the company had $84 million of cash, and access to an undrawn $85 million committed revolving credit facility (expiring March 2026). Moody's expects the company will have negative free cash flow in 2025. The secured revolver is subject to a springing first lien net leverage covenant of 7.5x when more than 35% drawn. Based upon Moody's forecasts, the company would be limited to drawing 35% of the revolver without triggering the springing covenant. In May 2025, Ingenovis closed a new $85 million AR securitization facility, which can be an additional source of liquidity. Ingenovis has drawn $42.5 million upon close of the AR facility as required under the terms of the AR facility. Ingenovis' senior secured first lien facilities (revolver due 2026 and term loan due 2028) are rated Caa3, in line with the CFR. The Caa3 rating considers the facilities constitute a preponderance of debt in the capital structure. The stable outlook reflects Moody's views that Ingenovis' operating performance and profitability will remain constrained and that the default probability is high, given weak liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its operating performance and profitability including margin stabilization. Improvement in liquidity including less reliance on external sources could support an upgrade. The ratings could be downgraded if the company experiences further operating or cash flow disruption. Further rising likelihood of default or an actual default would also lead to a rating downgrade. Ingenovis Health is an Ohio based services company with a leading portfolio of healthcare staffing brands providing nursing, allied and physician workforce solutions comprised of traditional and fast response travel nursing & allied staffing; cardiology specialty nurse & allied staffing; acute and alternative setting staffing; locum tenens staffing; practice-based solutions; and labor disruption staffing & services across the US. Ingenovis is majority owned by Cornell Capital and Trilantic Capital Partners (the Investor Group). As of LTM March 31, 2025, Ingenovis generated around $1.1 billion of revenue. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. INNOVATE CORP: DBM Global to Pay $5.5M Dividend on June 16 ---------------------------------------------------------- INNOVATE Corp. announced that DBM Global Inc., a family of companies providing fully integrated steel construction services, and an operating subsidiary of INNOVATE, will pay a cash dividend of approximately $5.5 million, or $1.42 per share, on June 16, 2025 to DBMG's stockholders of record at the close of business on June 2, 2025. As the largest stockholder of DBMG, INNOVATE expects to receive approximately $5 million of the total $5.5 million dividend payout. INNOVATE's individual stockholders are not eligible to receive the cash dividend. About Innovate New York-based Innovate Corp. -- innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2023, its three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences, and Spectrum, plus its other segment, which includes businesses that do not meet the separately reportable segment thresholds. New York, N.Y.-based BDO USA, P.C., the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, citing the Company has maturities of certain debt obligations that exceed its current and forecasted cash balances within one year from the date of this report. These conditions raise substantial doubt about its ability to continue as a going concern. * * * In May 2025, S&P Global Ratings lowered its long-term issuer credit rating on Innovate Corp. to 'CCC-' from 'CCC' and its issue rating on the company's senior notes due 2026 to 'CCC' from 'CCC+'. The recovery rating on the notes remains '2', indicating its expectation for meaningful (75%) recovery in the event of a default. The negative outlook reflects S&P Global's view that the company's liquidity will be under stress in the next six months, such that sources are unlikely to meet uses absent unforeseen positive developments. J-K.A.B.S. TRANSPORTATION: J. McLemore Named Subchapter V Trustee ----------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Jennifer McLemore, Esq., at Williams Mullen as Subchapter V trustee for J-K.A.B.S. Transportation, LLC. Ms. McLemore will be paid an hourly fee of $530 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. McLemore declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jennifer M. McLemore, Esq. Williams Mullen 200 South 10th Street, Suite 1600 Richmond, VA 23219 (804) 420-6330 Email: jmclemore@williamsmullen.com About J-K.A.B.S. Transportation J-K.A.B.S. Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 25-31875) on May 11, 2025, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Martin C. Conway, Esq. at Conway Law Group, PC represents the Debtor as legal counsel. JAGUAR HEALTH: Intracoastal Capital Holds 4.99% Equity Stake ------------------------------------------------------------ Intracoastal Capital, LLC, Mitchell P. Kopin, and Daniel B. Asher disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 20, 2025, they beneficially own an aggregate of 65,002 shares of common stock of Jaguar Health, Inc., representing approximately 4.99% of the outstanding common stock based on 1,018,352 shares outstanding as of May 20, 2025, plus shares issued and issuable at closing of the Securities Purchase Agreement. The shares include 27,000 shares held by Intracoastal and 38,002 shares issuable upon exercise of warrants subject to a blocker provision limiting beneficial ownership to 4.99%. Amount beneficially owned: (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on May 20, 2025 (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 22, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 82,102 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock represent beneficial ownership of approximately 7.5% of the Common Stock, based on: (1) 1,018,352 shares of Common Stock outstanding as of May 20, 2025, as reported by the Issuer, plus (2) 82,102 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes: (I) 164,204 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (II) 45,168 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 291,474 shares of Common Stock. (ii) As of the close of business on May 27, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 65,002 shares of Common Stock, which consisted of: (i) 27,000 shares of Common Stock held by Intracoastal and (ii) 38,002 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represent beneficial ownership of approximately 4.99% of the Common Stock, based on: (1) 1,018,352 shares of Common Stock outstanding as of May 20, 2025, as reported by the Issuer, plus (2) 246,306 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA and (3) 38,002 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes: (I) 126,202 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (II) 45,168 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 236,372 shares of Common Stock. Intracoastal Capital LLC can be reached through: Mitchell P. Kopin, Manager 245 Palm Trail Delray Beach Florida 33483 Tel: 8475629030 A full-text copy of Intracoastal Capital's SEC report is available at: https://tinyurl.com/m8eaaxk8 About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial-stage pharmaceuticals company focused on developing novel, plant-based, sustainably derived prescription medicines for people and animals with gastrointestinal ("GI") distress, including chronic, debilitating diarrhea. Jaguar Health's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary plant-based human pharmaceuticals from plants harvested responsibly from rainforest areas. The Company's crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $346.5 million as of December 31, 2024. As of Dec. 31, 2024, the Company had $53.4 million in total assets, $44.4 million in total liabilities, $2.5 million in commitments and contingencies and a total stockholders' equity of $6.5 million. JEFFERY LAND: Shapiro Management Posted $10,000 Receiver Bond ------------------------------------------------------------- In the case styled PNC Bank, National Association, a national banking association, Plaintiff v. Jeffery Land Company, LLC, a Michigan limited liability company, Expert Machine Repair, Inc., a Michigan corporation, Jeffery M. Novak, Michelle Novak, and State of Michigan Department of Treasury, Defendants, Case No. 5:24-cv-13315-JEL-CI (E.D. Mich.), M. Shapiro Management Company LLC, by its authorized representative Mark S. Kassab, posted $10,000 bond as Court-appointed receiver to oversee and manage Defendants' real property located in Roseville, Michigan. PNC Bank brings suit against the Defendants alleging that Jeffery Land Company received two loans from PNC in 2015, and Expert Machine received a revolving line of credit from PNC in 2012. Jeffery Novak was the guarantor of JLC and Expert Machine's debt to PNC and Michelle Novak was a guarantor of JLC's debt to PNC. In consideration of PNC's extensions of credit to JLC, and to secure repayment of its debts to PNC, JLC executed and delivered mortgages in favor of PNC, which encumbered real property located in Roseville, Michigan. JLC and Expert defaulted its obligations to PNC. On February 13, 2025, because JLC defaulted, the Plaintiff asked that the Court appoint a receiver for the Property. The Court found that the relevant factors weigh heavily in favor of an appointment of a receiver. The Plaintiff's motion to appoint receiver was granted on March 28. On June 1, M. Shapiro Management Company accepted the duties of receiver as set forth in the Court's March 28 Order for Appointment of Receiver. M. Shapiro Management then filed a bond in the amount of $10,000 as Court-appointed receiver. Jeffery Land Company, LLC is a Michigan limited liability company. The Plaintiff is represented by: Douglas C. Bernstein, Esq. PLUNKETT & COONEY 38505 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Telephone: (248) 901-4000 E-mail: dbernstein@plunkettcooney.com KULR TECHNOLOGY: Set to Join Russell 3000 Index Effective June 30 ----------------------------------------------------------------- KULR Technology Group, Inc. announced that it is set to join the broad-market Russell 3000 Index, effective after the United States market opens on June 30, as part of the 2025 Russell indexes reconstitution. The annual reconstitution of the Russell US indexes captures the 4,000 largest US stocks as of April 30, ranking them by total market capitalization. Membership in the Russell 3000 Index, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000 Index or small-cap Russell 2000 Index as well as the appropriate growth and value style indexes. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings, and style attributes. "KULR is honored to be included in both the Russell 3000 and Russell Microcap Indexes," said Michael Mo, CEO of KULR. "This marks another important milestone in our growth trajectory and is expected to enhance both our visibility and liquidity among institutional investors." Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. According to data as of the end of June 2024, about $10.6 trillion in assets are benchmarked against the Russell US indexes, which belong to FTSE Russell, the global index provider. Fiona Bassett, CEO of FTSE Russell, an LSEG business, commented: "The Russell indexes have continuously adapted to the evolving dynamic US economy, and it's crucial to fully recalibrate the suite of Russell US Indexes, ensuring the indexes maintain an accurate representation of the market. The transition to a semi-annual reconstitution frequency from 2026 will ensure our indexes continue to represent the market and maintain the purpose of the index as a portfolio benchmark." About KULR Technology Group Headquartered in San Diego, California, KULR Technology Group Inc. -- www.kulrtechnology.com -- delivers cutting edge energy storage solutions for space, aerospace, and defense by leveraging a foundation of in-house battery design expertise, comprehensive cell and battery testing suite, and battery fabrication and production capabilities. The Company's holistic offering allows delivery of commercial-off-the-shelf and custom next generation energy storage systems in rapid timelines for a fraction of the cost compared to traditional programs. Los Angeles, Calif.-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2024, citing that the Company has a working capital deficit, has incurred losses from operations, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2023, the Company had cash of $1,194,764 and working capital deficit of $2,994,753. During the year ended Dec. 31, 2023, the Company incurred a net loss of $23,693,556 and used cash in operations of $11,965,387. MARIN SOFTWARE: Nasdaq Flags Continued Financial Filing Delinquency ------------------------------------------------------------------- Marin Software Incorporated disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 21, 2025, the Company, received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC advising the Company that it was not in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 and its continued failure to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as previously communicated by Nasdaq on April 16, 2025. The Notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Capital Market, and, therefore, the Company's listing remains fully effective. Per the letter from the Listing Qualifications Department of Nasdaq received on April 16, 2025, the Company has until June 16, 2025, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until September 29, 2025, to regain compliance. The Company intends to consider plans to regain compliance with the Rule. However, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2025, on April 9, 2025, the Company's board of directors approved the voluntary liquidation and dissolution of the Company and adopted a Plan of Liquidation and Dissolution of the Company, subject to stockholder approval being received at a special meeting of stockholders scheduled to be held on June 11, 2025. If the stockholders approve the Dissolution pursuant to the Plan of Dissolution, the Company currently plans to file a Certificate of Dissolution with the Secretary of State of Delaware and proceed with the Dissolution in accordance with the Plan of Dissolution and Delaware law as soon as practical following the Special Meeting; however, such filing may be delayed or not filed at all as determined by the Board in its sole discretion. If the Certificate of Dissolution is filed, the Company's common stock will be delisted from Nasdaq. If the Company does not submit the Form 10-K and Form 10-Q by June 16, 2025, and the Company has not otherwise filed the Certificate of Dissolution, the Company intends to submit a plan by such date to Nasdaq that outlines, as definitively as possible, the steps the Company will take to promptly file the Form 10-K and Form 10-Q and regain compliance. If the Company does not regain compliance within the allotted compliance period, including any exception period that may be granted by Nasdaq after submission of a plan to regain compliance, if applicable, 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 Rule, secure an exception of 180 calendar days from the Form 10-K's due date to regain compliance with the Rule, or maintain compliance with other Nasdaq listing requirements described in the Current Report on Form 8-K. About Marin Software Marin Software Incorporated is a provider of digital marketing solutions for search, social, and eCommerce advertising channels, offered as a unified SaaS, advertising management platform for performance-driven advertisers and agencies. The Company's platform is an analytics, workflow, and optimization solution for marketing professionals, enabling them to maximize the performance of their digital advertising spend. The Company markets and sells its solutions to advertisers directly and through leading advertising agencies, and its customers collectively manage billions of dollars in advertising spend on its platform globally across a wide range of industries. San Jose, California-based Grant Thornton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 23, 2024, citing that the Company incurred a net loss of $22 million during the year ended Dec. 31, 2023, and as of that date, the Company had an accumulated deficit of approximately $344 million and negative operating cash flows. These conditions, along with other matters, raise 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 fiscal year ended December 31, 2024. MAWSON INFRASTRUCTURE: GC Saloom Reports 158,730 RSUs ----------------------------------------------------- Kaliste Saloom, General Counsel and Corporate Secretary at Mawson Infrastructure Group Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of May 27, 2025, he beneficially owns 158,730 restricted stock units, each representing the right to receive one share of common stock, an equivalent cash amount, or a combination thereof, pursuant to the company's 2021 Equity Incentive Plan and the terms of his employment agreement. A full-text copy of Mr. Saloom's SEC report is available at: https://tinyurl.com/ympm9y35 About Mawson Infrastructure Group Mawson Infrastructure Group specializes in data centers for Bitcoin miners and AI firms. Mawson Infrastructure Group's creditors filed a Chapter 11 involuntary petition against the company (Bankr. D. Del. Case No. 24-12726) on December 4, 2024. The petitioning creditors include W Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and Rayra Pty Ltd. The petitioners' counsel is Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell. Judge Mary F. Walrath handles the case. MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 24.1% Equity Stake --------------------------------------------------------------- Rahul Mewawalla, disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of May 22, 2025, he beneficially owns 4,763,064 shares of Mawson Infrastructure Group Inc.'s common stock, representing 24.1% of the shares, based on 19,796,912 shares outstanding as reported in the company's Form 10-Q filed on May 15, 2025. This total includes 3,363,064 shares held directly and 1,400,000 shares issuable upon exercise of stock options. Rahul Mewawalla may be reached through: Mawson Infrastructure Group Inc. c/o Rahul Mewawalla 950 Railroad Avenue Midland, PA 15059 Tel: (412) 515-0896 A full-text copy of Mr. Saloom's SEC report is available at: https://tinyurl.com/ympm9y35 About Mawson Infrastructure Group Mawson Infrastructure Group specializes in data centers for Bitcoin miners and AI firms. Mawson Infrastructure Group's creditors filed a Chapter 11 involuntary petition against the company (Bankr. D. Del. Case No. 24-12726) on December 4, 2024. The petitioning creditors include W Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and Rayra Pty Ltd. The petitioners' counsel is Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell. Judge Mary F. Walrath handles the case. MEDICAL SOLUTIONS: Moody's Cuts CFR to 'Caa2', Outlook Stable ------------------------------------------------------------- Moody's Ratings downgraded Medical Solutions Holdings, Inc.'s corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, the senior secured first lien bank credit facilities to Caa2 from Caa1, and the senior secured second lien term loan to Ca from Caa3. The outlook is revised to stable from negative. The ratings downgrade reflects the company's deteriorating credit metrics as revenue continues to decline due to the structural shift in the nurse staffing industry resulting in lower demand and reduced contract labor spend by healthcare providers. Medical Solutions has implemented many cost cutting initiatives including headcount reductions, however, these steps have not been able to offset the decline in revenue. As a result, debt-to-EBITDA as of LTM March 31, 2025 was around 9.8x. Moody's anticipates that leverage will remain elevated as operating expenses, namely high interest expense, will continue to pressure profitability and liquidity in the near term. As such, Medical Solutions will continue to rely on external and alternate sources of liquidity to fund its operations, working capital swings, and upcoming debt maturities. RATINGS RATIONALE Medical Solutions' Caa2 CFR is constrained by the company's high financial leverage of 9.8x LTM March 31, 2025 and weak interest coverage. Moody's anticipates that leverage will remain elevated as operating expenses, namely high interest expense, will continue to pressure profitability and liquidity in the near term. The rating is also constrained by the cyclical nature of demand for travel nurses and labor pressure including nurse staffing shortages. The company also faces financial policy risks under private equity ownership, including a history of shareholder-friendly transactions. The company benefits from strong customer and geographic diversification and solid industry trends including nursing shortages and an aging population requiring more frequent medical attention. Medical Solutions will maintain weak liquidity. Sources of liquidity include $40 million of cash on hand, as of March 31, 2025. Moody's expects the company to have over $100 million of negative in free cash flow in FYE 2025. The company has about $15 million drawn on its $180 million revolving credit facility as of March 31, 2025. However, Moody's expects Medical Solutions to have additional draws in 2025. The company also has about $206 million drawn on its $375 million AR Securitization facility that is due in April 2026. Uses of cash are largely interest expense of about $140 million. Moody's do expect the company to rely on the revolver, but there would be a comfortable cushion on the covenant if triggered. Medical Solutions has limited capacity to sell assets to raise cash. The first lien facilities are rated Caa2 and rank above the second lien term loan, rated Ca. The Caa2 rating considers the existence of a higher-ranked debt (AR securitization facility). The second lien term loan is rated two notches below the Caa2 CFR, at Ca, reflecting contractual subordination to the first lien debt. The stable outlook reflects Moody's views that Medical Solutions' operating performance and profitability will remain constrained and that the default probability is high, given weak liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company improves its operating performance and profitability including margin stabilization. Improvement in liquidity including less reliance on external sources could support an upgrade. The ratings could be downgraded if the company experiences further operating or cash flow disruption. Further rising likelihood of default or an actual default could also lead to ratings downgrade. Medical Solutions is a leading provider of temporary staffing and direct hire recruitment services primarily to medical establishments located throughout the United States by providing healthcare professionals across a wide range of clinical employment types. Medical Solutions also provides nursing solutions during labor disputes. The company is owned by Centerbridge Partners and Caisse de depot et placement du Québec (CDPQ). Medical Solutions generated $2.1 billion in net revenue LTM March 31, 2025. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NAKED JUICE: Moody's Hikes CFR to 'Caa2', Outlook Stable -------------------------------------------------------- Moody's Ratings upgraded Naked Juice LLC's Corporate Family Rating to Caa2 from Ca and the Probability of Default rating to Caa2-PD from Ca-PD. Moody's assigned new ratings of B2 to the company's new $519 million backed senior secured First Lien First Out Term Loan (FL1O-TL) maturing January 2029, B2 to the exchanged $35 million backed senior secured First Lien First out Revolving Credit Facility (FL1O-RCF) expiring December 2028, Caa2 to the exchanged $315 million backed senior secured First Lien Second Out Revolving Credit Facility (FL2O-RCF) expiring December 2028, a Caa2 to the exchanged $1,416 million backed senior secured First Lien Second Out Term Loan (FL2O-TL) maturing January 2029, and a Caa3 to the exchanged $635 million backed senior secured First Lien Third Out Term Loan (FL3O-TL) maturing January 2030. Moody's also affirmed the Ca rating on the company's remaining $1 million backed senior secured First Lien Term Loan (1L-TL) due January 2029 and upgraded to Ca from C the remaining $72 million backed senior secured Second Lien Term Loan (2L-TL) due January 2030. The rating actions conclude the review for upgrade initiated on May 13, 2025. The outlook is stable. Previously the ratings were on review for upgrade. On April 9, 2025 Naked Juice entered into a Super Priority Credit Agreement to exchange its existing first and second lien terms loans into new super priority term loans and also exchange its original revolving credit facility into a new revolver containing various priority placements of first out and second out instruments. As part of the agreement and to shore up its liquidity, the company put in place a $519 million super priority FL1O-TL that consisted of $400 million of "new money" and $119 million of exchanged debt. The company also entered into a $350 million new RCF with up to $35 million of FL1O exposure and the remaining exposure FL2O. The new RCF replaced the company's prior $350 million revolving credit facility with the revolver balance substantially paid down from the proceeds of the new FL1O-TL. The company completed subsequent exchanges that closed on April 21, 2025 and May 9, 2025 as part of the original super priority agreement. These transactions resulted in an exchanged $1,416 million FL2O-TL and $635 million FL3O-TL. As part of the transactions, the bulk of the prior first lien and second lien term loans were exchanged into the new FL1O-TL maturing January 2029, a new FL2O-TL maturing January 2029 and a new FL3O-TL maturing January 2030. In conjunction with the transactions, various term loans provided by the equity sponsor, PAI Partners and PepsiCo, Inc. (PepsiCo), were converted into the new FL3O-TL. As a result of these transactions, the remaining obligations under the 1L-TL and the 2L-TL became subordinated to the term loans and revolvers under the new Super Priority Credit Agreement. The upgrade of the CFR to Caa2 reflects Naked Juice's improvement in liquidity and debt reduction resulting from the transactions including the meaningful revolver paydown providing renewed revolver availability, the addition of cash to the balance sheet, and maturity extension for the PAI Partners and PepsiCo term loans. This additional available liquidity provides the company with more flexibility to implement its growth and cost reduction actions to manage through a weaker demand environment and increase in input costs as a result of a weak orange crop in Brazil and US tariffs. The B2 rating on the FL1O-TL and FL1O-RCF reflects the instruments' payment priority from collateral proceeds relative to the remaining debt. The Caa2 rating on the FL2O-RCF and the FL2O-TL reflects the subordinated payment priority relative to the FL1O debt and payment priority over the remaining debt. The Ca ratings on the remaining stub portions of the 1L-TL and 2L-TL reflects the lien subordination to the significant amount of new debt instruments that would likely result in high loss in the event of a default. The upgrade of the 2L-TL to Ca from C reflects the CFR upgrade. The stable outlook reflects Moody's views that the company's growth investments and cost discipline will lead to gradual improvement in earnings and that orange crop yields from Brazil will improve by the end of 2025 leading to lower supply costs, which will only be partially offset by US tariffs. Moody's also assumes in the stable outlook that the company will continue to maintain adequate liquidity and will be able to improve operating margins over time. The company faces execution risk in the operational turnaround from continued pressure on volume and challenges to fully recoup cost increases as consumer demand is hurt more broadly by US tariffs and higher prices on a range of goods. Naked Juice sources more than 80% of its orange juice from Brazil, it remains heavily dependent on crop yields in the country, is vulnerable to higher tariffs, and does not have automatic pass-through in most of its customer contracts for raw material costs. Although Naked Juice increased prices during the 1Q 2025, Moody's expects that it will be difficult for the company to fully pass along the higher procurement costs without reducing volumes. Moody's expects Naked Juice's revenues to grow by 1% to 2% over the next 12-18 months compared to 2024 as the company continues to take pricing. However, volume will remain pressured as will the company's ability to implement higher pricing to offset tariff headwinds. Moody's projects the EBITA margin (after incorporating Moody's adjustments) will remain weak at around 4% to 5% over the next 12-18 months. Although there may be some relief in orange juice (OJ) procurement costs towards the end of 2025 due to an expected better growing season in Brazil compared to last year, the implementation of US import tariffs from Brazil, and the potential of them remaining permanent, may partially offset the company's ability to meaningfully improve operating profits to historic levels. Additionally, the impact of tariffs on consumers may create additional volume pressure or on the fresh juice category as other beverage options can provide a similar health benefit at a lower price point. Moody's expects that debt-to-EBITDA will remain very high at above 15x over the next 12 to 18 months. Free cash flow will be approximately negative $300 million in 2025 and negative $125 million to $150 million in 2026. Despite the free cash flow shortfall, liquidity is adequate over the next 12 months due to cash balances of approximately $144 million and revolver availability of approximately $300 million pro-forma for the transactions. Naked Juice's cash flows are highly seasonal and Moody's anticipates seasonal inflows in the second half of 2025 will reduce working capital from peak levels reached in the spring and summer. However, Moody's expects that Naked Juice will enter 2026 with lower liquidity than immediately following the transaction, and seasonal needs in the first half of 2026 may further constrain the company's liquidity. RATINGS RATIONALE Naked Juice's Caa2 CFR reflects the very high leverage and negative free cash flow expected over the next 12-18 months. The ratings also reflect the company's mature product category and volatility in input costs related to sourcing of approximately 80% of orange juice from Brazil. Additionally the company does not have automatic pass through of orange costs in most of its customer contracts, which requires negotiation to implement price increases when input costs are rising. However, the company reports to use a pricing model that forecasts cost input movements aimed at addressing fluctuations in input costs. The supply concentration creates vulnerability to US tariffs on imports from Brazil. The company must also navigate through declining consumption of juice and a slow growth environment as consumers may trade down to lower priced private label juices or out of the category if US tariffs result in weaker consumer demand. Naked Juice's debt-to-EBITDA leverage is very high and expected to remain above 15x in 2025 while gradually declining to around 12.5x as EBITDA starts to improve. Large free cash flow deficits will continue to constrain the company's ability to reduce leverage while also investing in growth opportunities. Offsetting some of these risks is Naked Juice's sizable revenue base supported by well-known leading brands in key fresh juice categories such as Tropicana, Naked and KeVita. The retention by PepsiCo of a 39% stake in Naked Juice is beneficial on multiple fronts, including maintenance of pre-existing contracts and distribution arrangements. Moody's views the bulk of the company's products as mature and low growth that can make it challenging to rapidly de-leverage, and Naked Juice will need to invest in product development, marketing, and distribution to generate consistent organic revenue and earnings growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if earnings and free cash flow do not improve, liquidity deteriorates or Moody's recovery expectations decline. Ratings could be upgraded if Naked Juice is able to restore revenue growth, improve operating profit and margins, increase free cash flow, and meaningfully reduce leverage. Additionally, the company will need to continue to improve liquidity to fund anticipated cash needs, which will provide additional time and investment flexibility to execute its strategies. COMPANY PROFILE Naked Juice LLC, headquartered in Chicago, Illinois, sells fresh juices, teas, smoothies and iced coffees. The company owns the Tropicana, Naked Juice, KeVita and other select juice brands. The company also sells products under licensed brands including Dole, Pure Leaf and Starbucks. The company was spun off from PepsiCo in January 2022, with PAI Partners owning 61% and PepsiCo retaining a 39% stake. Net revenue for the 12 months ended December 28, 2024 is approximately $2.7 billion. The principal methodology used in these ratings was Soft Beverages published in September 2022. NATIONAL FOOD: Greta Brouphy Named Subchapter V Trustee ------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Greta Brouphy, Esq., at Heller Draper & Horn, LLC as Subchapter V trustee for National Food & Beverage Foundation. Ms. Brouphy will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Brouphy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Greta M. Brouphy Heller Draper & Horn, LLC 650 Poydras St., Ste. 2500 New Orleans, LA 70130-6175 Telephone: 504-299-3300-; Fax 504-299-33 Email: gbrouphy@hellerdraper.c About National Food & Beverage Foundation National Food & Beverage Foundation, doing business as Southern Food and Beverage Museum, is a nonprofit organization based in New Orleans, which is focused on the study and celebration of food, drink, and related cultural traditions in America and globally. Its Southern Food and Beverage Museum houses multiple entities, including the Museum of the American Cocktail, SoFAB Research Center, and Deelightful Roux School of Cooking, among others, and serves as a versatile event venue. National Food & Beverage Foundation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. La. Case No. 25-10974) on May 14, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Meredith S. Grabill handles the case. The Debtor is represented by Leo D. Congeni, Esq., at Congeni Law Firm, LLC. NOBLE GOODNESS: Gets OK to Use Cash Collateral Until June 17 ------------------------------------------------------------ Noble Goodness, LLC and Noble Eats, LLC got the green light from the U.S. Bankruptcy Court for the District of Arizona to use cash collateral. The court's order authorized the Debtors' interim use of cash collateral until June 17 to pay their expenses in accordance with their respective budgets. Any creditor with an interest in cash collateral will be granted a replacement lien on assets acquired by the Debtors after the petition date, with the same validity and priority as their pre-bankruptcy liens. The next hearing is set for June 17. The Debtors operate a bakery and eatery in Phoenix and generated over $10.5 million in 2024. They need cash to pay ordinary business expenses in order to maintain their operations. The creditors that may have interest in the cash collateral include CapitalSource, a division of Pacific Western Bank, Pacific Western Bank, Credibly of Arizona, LLC, CT Corporation System, and the U.S. Small Business Administration. About Noble Goodness LLC Noble Goodness, LLC operates a bakery and eatery in Phoenix, Arizona. Noble Goodness sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04874) on May 29, 2025, listing up to $10 million in both assets and liabilities. Jason Raducha, a member of Noble Goodness, signed the petition. Wesley D. Ray, Esq., at Sacks Tierney, PA, represents the Debtor as legal counsel. NOVA LIFESTYLE: Approves Discounted Stock and Warrants Offering --------------------------------------------------------------- Nova LifeStyle, Inc. held a special meeting of stockholders during which the Company's stockholders approved a proposal set forth in the Company's definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on April 25, 2025. The following is a tabulation of the voting on the proposal presented at the Special Meeting: Proposal No. 1. To approve the issuance of: (i) the Company's common stock, in one or more offerings, where the maximum discount at which the common stock will be offered will be equivalent to a discount of 50% below the closing price of its common stock on the date prior to the closing of each offering; and (ii) warrants to purchase shares of the Company's common stock and shares of its common stock issuable upon exercise thereof, in one or more offerings, where the maximum discount at which the common stock will be offered will be equivalent to a discount of 40% below the closing price of the common stock on the date prior to the closing of each offering. The voting results were as follows: FOR: 6,445,338 AGAINST: 16,802 ABSTAIN: 1,952 BROKER NON-VOTE: 0 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 net losses of $7.72 million and $17.10 million 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. As of June 30, 2024, Nova LifeStyle had $5,803,647 in total assets, $5,755,439 in total liabilities, and $48,208 in total stockholders' equity. OAK + FORT: Files for Creditor Protection in U.S. and Canada ------------------------------------------------------------ Apparel brand Oak + Fort has obtained creditor protection in Canada and filed for Chapter 15 bankruptcy in the U.S. as it works to restructure the business. Oak + Fort is a specialty retailer based in and managed from Vancouver, British Columbia, which offers fashion apparel, accessories, jewelry and homeware under the "Oak + Fort" brand through its e-commerce websites and 42 retail stores in Canada and the United States. The 26 stores in Canada and 16 in the U.S. account for 85 percent of total revenues over the past year. The Company's e-commerce websites account for the remaining 15 percent. Restructuring Proceedings The Company presently is facing significant liquidity constraints and is in default of obligations to its creditors, including secured creditors, suppliers and landlords. As a result of concerns over the imminent threat of their landlords' intention to take enforcement steps, on June 2 and 3, 2025, each of the Debtors filed a Notice of Intention to Make a Proposal (each, an "NOI") with the Office of the Superintendent of Bankruptcy under Part III of the Bankruptcy and Insolvency Act, RSC 1985, c B-3 (the "BIA"). On June 6, 2025, the Debtors filed applications to convert the NOI Proceedings into proceedings under the CCAA in order to, among other things, administratively consolidate the Debtors' proceedings and facilitate a cross-border insolvency process in the United States. The same day, the Canadian Court granted the application and issued the Initial CCAA Order, which, among other things, (a) converted the NOI Proceedings to proceedings under the CCAA; (b) appointed KSV as monitor pursuant to the CCAA to, among other things, assist the Debtors in their business and financial affairs in accordance with section 23 of the CCAA and the terms of the Initial CCAA Order; and (c) authorized and empowered KSV to act as a representative of the Debtors in the CCAA proceedings and any foreign proceedings, including for purposes prosecuting chapter 15 petitions for relief in the United States. Promptly upon receipt of the Initial CCAA Order, on June 6, 2025, the Foreign Representative filed the chapter 15 petitions on behalf of each of the Debtors, seeking, among other relief, recognition of the Canadian proceedings. Oak + Fort says it will continue to operate its stores and e-commerce business during the restructuring. U.S. Tariffs Min Gyoung Kang, CEO and founder of Oak and Fort Corp, explained in court filings that during the post-pandemic economic recovery commencing in or around late 2021, the Company experienced a surge in sales. To capitalize on favorable real estate opportunities during this time, the Company pursued an aggressive brick-and-mortar expansion strategy between 2021 and 2024. During this period, the Company opened 14 new stores in Canada and 12 new stores in the U.S. The focus on expanding the brand's physical retail locations resulted in a reduced investment, and indeed an under-investment, in the e-commerce platforms during this time. Particularly after the Company's physical store expansion in the U.S. market, it encountered significant operational and sales challenges. Despite its prior success in the Canadian market, the complexities of scaling in a much larger and highly competitive market like the U.S., coupled with unforeseen macroeconomic and logistical hurdles, strained its financial stability, Ms. Kang said. "The recent change in the U.S. trade landscape has directly caused an increase in supply chain and import costs. More specifically, the tariffs the U.S. has placed on China, where 68% of the Company's products are produced, have heavily eroded margins. The Company's costs have been high relative to revenue, resulting in negative gross margins in recent months," Ms. Kang said in U.S. court filings. "These tariffs have also created uncertainty in financial markets. Many traditional financing parties have become increasingly risk-averse due to the broader economic uncertainties, leading to tightened lending conditions, and reduced availability of credit. Concerns over lenders' own portfolio exposures have resulted in stricter terms, higher costs or outright rejections, leaving the Company without viable refinancing options." About Oak + Fort Oak + Fort is a specialty retailer based in and managed from Vancouver, British Columbia, which offers a broad range of fashion apparel, accessories, jewellery and homeware under the "Oak + Fort" brand through its e-commerce websites and 42 retail stores (26 in Canada and 16 in the U.S.). Oak and Fort Corp., et al., on June 6, 2025, commenced proceedings under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36 (as amended, the "CCAA") in the Supreme Court of British Columbia, in Vancouver, British Columbia, Canada. KSV Restructuring Inc. was appointed as monitor. Main operating entity Oak and Fort Corp. ("O&F Canada") engaged Reflect Advisors, LLC, mid-May 2025 to act in the capacity of CRO. Oak And Fort Corp., et al., on June 6, 2025, commenced Chapter 15 bankruptcy cases (Bankr. S.D.N.Y. Lead Case No. 25-11282) to seek U.S. recognition of the Canadian proceedings. The Company's U.S. counsel: Warren A. Usatine, Esq. Mark Tsukerman, Esq. COLE SCHOTZ P.C. 1325 Avenue of the Americas, 19th Floor New York, NY 10019 Telephone: (212) 752-8000 Facsimile: (212) 752-839 OAK AND FORT: Chapter 15 Case Summary ------------------------------------- Lead Debtor: Oak and Fort Corp. 100-7 East 6th Avenue Vancouver, British Columbia V5T 1J3 Business Description: Oak and Fort Corp. is a specialty retailer based in and managed from Vancouver, British Columbia. The Company offers a broad range of fashion apparel, accessories, jewellery, and homeware under the "Oak + Fort" brand through its e-commerce websites and 42 retail stores across Canada and the United States. It focuses on minimalist design, cost-conscious fashion, and sustainable practices. Foreign Proceeding: In the Matter of the Companies' Creditors Arrangement Act, RSC 1985, c. C-36, as amended and in the Matter of Oak and Fort Corp., 1282339 B.C. Ltd., Oak and Fort US Group, Inc., Oak and Fort Enterprise (U.S.), Inc., NYM Merger Holdings LLC and Oak and Fort California, LLC Chapter 15 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Southern District of New York Six affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Oak and Fort Corp. (Lead Case) 25-11282 NYM Merger Holdings LLC 25-11278 Oak and Fort Enterprise (U.S.), Inc. 25-11280 Oak and Fort California, LLC 25-11281 Oak and Fort US Group Inc. 25-11279 1282339 B.C. Ltd. 25-11283 Judge: Hon. Martin Glenn Foreign Representative: KSV Restructuring Inc. 220 Bay Street, Suite 1300 Toronto, Ontario M5J 2W4 Canada Foreign Representative's Counsel: Warren A. Usatine, Esq. Mark Tsukerman, Esq. COLE SCHOTZ P.C. 1325 Avenue of the Americas, 19th Floor New York, NY 10019 Tel: (212) 752-8000 Fax: (212) 752-8393 Email: wusatine@coleschotz.com mstukerman@coleschotz.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BKS6GYI/Oak_and_Fort_Corp_and_KSV_Restructuring__nysbke-25-11282__0001.0.pdf?mcid=tGE4TAMA ONDAS HOLDINGS: Registers 15M More Shares Under 2021 Incentive Plan ------------------------------------------------------------------- Ondas Holdings Inc. disclosed in a Form S-8 filed with the U.S. Securities and Exchange Commission that on April 10, 2025, the Board of Directors approved an amendment to the Ondas Holdings Inc. 2021 Stock Incentive Plan, as amended, subject to stockholder approval at the Company's 2025 Annual Meeting of Stockholders to increase the number of shares of common stock, par value $0.0001, authorized for issuance under the Plan from 11,000,000 shares of Common Stock to 26,000,000 shares of Common Stock. On May 12, 2025, the Plan Increase was approved by the Company's stockholders at the 2025 Annual Meeting of Stockholders. The Company previously filed Registration Statements on Form S-8 on November 5, 2021, February 2, 2024 and December 3, 2024 (File Nos. 333-260845, 333-276854 and 333-283574, respectively) registering an aggregate of 11,000,000 shares of Common Stock under the Plan (the "Earlier Registration Statements"). The Company is filing the Registration Statement on Form S-8 to register an additional 15,000,000 shares of Common Stock authorized for issuance under the Plan. The additional securities to be registered by this Registration Statement are of the same class as those securities covered by the Earlier Registration Statements. A full-text copy of Registration Statement is available at: https://tinyurl.com/yp43unrv About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. provides private wireless data solutions through its subsidiary, Ondas Networks Inc., and commercial drone solutions through Ondas Autonomous Systems Inc. (OAS), which includes wholly owned subsidiaries American Robotics, Inc. and Airobotics LTD. OAS focuses on the design, development, and marketing of autonomous drone solutions, while Ondas Networks specializes in proprietary, software-based wireless broadband technology for both established and emerging commercial and government markets. Together, Ondas Networks, American Robotics, and Airobotics deliver enhanced connectivity, situational awareness, and data collection capabilities to users in defense, homeland security, public safety, and other critical industrial and government sectors. In an audit report dated March 12, 2025, the Company's auditor, Rosenberg Rich Baker Berman, P.A., issued a "going concern" qualification, citing that the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of Dec. 31, 2024. As of Dec. 31, 2024, Ondas Holdings had $109.62 million in total assets, $73.68 million in total liabilities, $19.36 million in redeemable noncontrolling interest, and $16.58 million in total stockholders' equity. OPTIV INC: S&P Lowers ICR to 'CCC' on Approaching Debt Maturities ----------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on Optiv Inc., including the issuer credit rating to 'CCC' from 'CCC+' and its issue level ratings rating on the company's first-lien term loan to 'CCC' from 'CCC+' and second-lien term loan to 'CC' from 'CCC-'. The negative outlook reflects the refinancing risks Optiv faces on its upcoming debt maturities and the high likelihood S&P will lower its rating on the company if it fails to refinance in the coming months, as this would suggest an even greater probability of a distressed restructuring or payment default. Optiv Inc.'s asset-based lending (ABL) facility, which has outstanding borrowings of $124 million, matures on May 2, 2026, and its first-lien term loan matures three months after the ABL on August 1, 2026. Its cash balances are currently insufficient to repay these obligations. Optiv's second-lien term loan matures August 1, 2027. We believe Optiv has very weak credit metrics, uncertain operating prospects, and rapidly approaching debt maturities and is at heightened risk of a distressed debt restructuring or payment default within the next 12 months. Optiv's operating struggles have kept its credit metrics very weak. Consistent with fiscal 2024, Optiv's first-quarter 2025 operating performance trends remained challenged, with the company's revenue declining roughly 3%. Its Security Services segment revenue declined approximately 6% compared with the same period a year earlier, while its Security Technology segment revenues showed modest growth during the same period. Bookings activity performed a little better in the quarter; however, with growth in managed services bookings (which can include multiyear contracts) negated by low-single-digit and high-single-digit percent declines in commercial services bookings and consulting bookings, respectively, revenue was still insufficient to stem further contraction in deferred revenue. Optiv's S&P Global Ratings-adjusted EBITDA margins were roughly in line with the same period a year ago but lower on an absolute basis. This was mainly from lower gross profit primarily driven by a decrease in services revenue, partially mitigated by improved utilization in the consulting practice and a modest increase in selling, general, and administrative expenses, which were up slightly year over year, along with continued restructuring expense tied to headcount optimization. This could make it harder to rescale in the event booking growth stats accelerate. With lower absolute EBITDA, the company also generated negative cash flow in the quarter even as it continued to elect to pay in kind (PIK) interest on its second-lien debt. This underperformance weakened its credit metrics, including leverage exceeding 15x and interest coverage of less than 1x. Optiv is at a heightened risk of defaulting on its debt maturities in 2026 absent a comprehensive refinancing. Optiv's ABL facility has approximately $124 million in outstanding borrowings and matures on May 1, 2026. As of March 31, 2025, the company's cash balance of $29 million is insufficient to cover these outstanding borrowings. Additionally, Optiv's first-lien term loan B, which has about $640 million outstanding, matures shortly after the ABL on August 1, 2026. S&P said, "We believe Optiv may struggle to refinance or raise additional capital to address these obligations considering it has very high leverage and generates EBITDA at levels far below its fixed charges. In addition, the execution risks it faces, such as sales force reorganization, slower-than-expected new sales team ramp-ups, near term demand headwinds for consulting services from macroeconomic uncertainty, and federal funding challenges and unfavorable debt market conditions remain challenges. Additional maturities will likely complicate refinancing prospects further, and if Optiv cannot refinance or raise new capital, we believe its options to avoid a potential default would be limited. "The negative outlook reflects the risk of a lower rating if Optiv is unable to address its upcoming debt maturities and we see a growing potential for a distressed restructuring or payment default within six months. "We could lower our rating on Optiv if we see a risk of a distressed debt restructuring or payment default occurring within six months. "We could raise the ratings on Optiv over the next 12 months if its operating performance improves and successfully addresses its 2026 debt maturities, either by refinancing or receiving external support from shareholders, such that we no longer view a distressed restructuring or payment default as likely in the next 12 months." OSTERIA DEL TEATRO: L. Leali Named Successor Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as successor Subchapter V trustee for Osteria Del Teatro, LLC. Ms. Leali will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Leali declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Linda M. Leali Linda M. Leali, P.A. 2525 Ponce De Leon Blvd., Suite 300 Coral Gables, FL 33134 Telephone: (305) 341-0671, ext. 1 Facsimile: (786) 294-6671 Email: leali@lealilaw.com About Osteria Del Teatro Osteria Del Teatro, LLC operates the Italian restaurant Osteria Del Teatro in North Bay Village, Fla. Osteria Del Teatro sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20959) on October 22, 2024, with up to $50,000 in assets and up to $1 million in liabilities. Gilberto Gonzalez, president of Osteria Del Teatro, signed the petition. Judge Robert A. Mark oversees the case. Bradley S. Shraiberg, at Shraiberg Page PA, is the Debtor's legal counsel. OVERTON LLC: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: Overton LLC 4835 S. Greenwood Ave. Chicago, IL 60609 Business Description: Overton LLC is a single-asset real estate entity under 11 U.S.C. Section 101(51B), with its principal assets situated at 3619 South State Street, Chicago, Illinois 60609. Chapter 11 Petition Date: June 3, 2025 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 25-08509 Judge: Hon. Janet S. Baer Debtor's Counsel: Chad Hayward, Esq. LAW OFFICES OF CHAD HAYWARD 35 S. Washington St., Suite 304 Naperville, IL 60540 E-mail: chayward@haywardlawoffices.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million Allison Davis signed the petition as member. The Debtor identified Edward Joyce, located at 300 South Wacker Drive, Suite 3250, Chicago, IL 60606, as its sole unsecured creditor, holding a claim amounting to $650,000. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/6QAEDSI/Overton_LLC__ilnbke-25-08509__0001.0.pdf?mcid=tGE4TAMA POST HOLDINGS: 8th Avenue Deal No Impact on Moody's 'B1' Rating --------------------------------------------------------------- Moody's Ratings said that Post Holdings, Inc.'s ("Post") (B1 stable) ratings are unaffected following the company's June 3, 2025 announcement that it had entered into a definitive agreement to acquire private label manufacturer 8th Avenue Food & Provisions, Inc. ("8th Ave") (Caa2 Negative) for $880 million, which includes the assumption of $111 million of finance leases. Post intends to fund the acquisition with cash on hand and borrowings on its revolving credit facility. Post expects the acquisition to close on July 1, 2025. Post will maintain strong liquidity following the acquisition with meaningful capacity on the $1.0 billion revolver and more than $100 million of cash. Post had $618 million of cash and $978 million of unused revolver capacity as of March 31, 2025 and Moody's expects the company to generate over $400 million in free cash flow over the next 12 months. The acquisition adds approximately $1 billion in annual revenue, bringing Post's pro forma sales as of the last twelve months (LTM) ended March 31, 2025 to roughly $9 billion. Moody's expects modest cost synergies, primarily from reductions in corporate expenses. Strategically, the deal enhances Post's supply chain integration because 8th Ave is the co-packer for Post's Peter Pan peanut butter brand. The granola business also complements Post's existing cereal portfolio. Importantly, the transaction addresses 8th Ave's upcoming 2025 debt maturities, which could have otherwise led to a restructuring and operational disruption. The acquisition increases Post's pro forma net debt-to-EBITDA leverage (Moody's adjusted) by less than half a turn from 5.0x, excluding synergies, while gross debt-to-EBITDA is relatively unchanged at 5.5x for the LTM period ended March 31, 2025. Moody's views integrated related execution risk as low, given Post's prior ownership of 8th Ave (prior to its 2018 carve-out transaction) and its experience with larger acquisitions. 8th Ave has faced recent challenges due to the competitive nature of the private label segment. The company's largest business segment is pasta (40% of 8th Ave's LTM sales), which includes both private label and branded products such as Ronzoni. This category remains highly commoditized and price-sensitive. While the pasta segment remains pressured, it will now be part of a more diversified portfolio spanning various retail and foodservice categories. Moody's estimates that pasta will represent less than 5% of Post's pro forma consolidated sales post-acquisition. The nut butter segment, also accounting for 40% of 8th Ave's LTM sales, has shown relatively stable performance in recent years, though operational issues have occasionally led to underperformance. The granola and fruit & nut segments are smaller contributors to 8th Ave's profitability. Granola has shown relatively stable performance in recent years, while the fruit & nut segment has struggled since the relocation of its plant from Canada to the US in mid-2022, which resulted in the loss of key customer contracts. Post Holdings, Inc. based in St. Louis, Missouri, manufactures, markets, and distributes branded and private label food products in categories including RTE cereal, retail and foodservice egg and potato products, and retail side dishes, sausage, cheese and other dairy and refrigerated products. The company also added a portfolio of branded and private label pet food products following the acquisition of a portion of The J.M. Smucker Company's ("Smucker") pet food business in April 2023. Some of the company's well-known brands include Honey Bunches of Oats, Pebbles, Weetabix, Alpen, Peter Pan, Papetti's, Abbotsford Farms, Egg Beaters, Simply Potatoes, Bob Evans, and Crystal Farms. Pet food brands include Rachael Ray Nutrish, Nature's Recipe, 9Lives, Kibbles 'n Bits and others. The company is publicly-traded under the ticker "POST". Revenue for the 12 months ended March 31, 2025 was $7.9 billion. 8th Avenue Food & Provisions, Inc., based in St. Louis, Missouri, is a leading manufacturer and distributor of private brand food products including peanut and other nut butters, pasta, dried fruit and nut products and granola. The company sells to retail, foodservice, and food ingredient customers. 8th Ave was formed in 2018 through a strategic carve-out of subsidiary companies previously owned by Post Holdings, Inc. Revenue for the 12 months ended March 31, 2025 was $1.1 billion. As part of the separation from Post, the private equity firm THL purchased a 39.5% equity share, while Post retained 60.5% of the common equity, which it accounts for using the equity method. Since the separation, Post and THL's common equity ownership have declined to approximately 53% and 27%, respectively, and Harvest Partners owns the sizable amount of 11% PIK preferred stock that has priority distributions to the common stock as well as some control rights. QUALITY FIRST: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Quality First Construction LLC d/b/a Quality First Marine 1254 N. Columbia Street Covington, LA 70433-1610 Business Description: Quality First Marine provides marine transportation, construction, and logistics services along the Gulf Coast. Its operations include coastal restoration, dredging, oil and gas support, emergency response and salvage, vessel repairs and maintenance, and environmental services. Founded in 2005, the Company operates a fleet of vessels and continues to invest in infrastructure and workforce development. Chapter 11 Petition Date: June 6, 2025 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 25-11157 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC 450 Laurel Street Suite 1450 Baton Rouge, LA 70801 Tel: (225) 412-3667 Email: ryan@snw.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christina Thuy Couvillon as manager. The Debtor failed to attach a list of its 20 largest unsecured creditors to the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/KLRZB2Q/Quality_First_Construction_LLC__laebke-25-11157__0001.0.pdf?mcid=tGE4TAMA QVC GROUP: Board Suspends Quarterly Dividends for Preferred Shares ------------------------------------------------------------------ QVC Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that its Board of Directors has decided to suspend its quarterly cash dividend of $2.00 per share for its 8.0% Series A Cumulative Redeemable Preferred Stock, beginning with the quarterly dividend payable on June 16, 2025. The Board's decision to suspend the Preferred Dividend was made in response to numerous macro-economic factors, including continued cord-cutting, tariff headwinds, and current leverage levels. This decision reflects the Board's focus and commitment on taking the necessary steps to strengthen the Company's capital structure and enhance long-term value for its business, customers, partners, and investors. The suspension of these dividends will defer approximately $25 million in cash dividend payments per quarter. The Board intends to periodically reevaluate its determination with respect to the Preferred Dividend and will continue to closely monitor the Company's financial performance and operating environment to determine whether it may be appropriate to resume such payments. In accordance with the terms of the Preferred Stock, dividends on the Preferred Stock will continue to accrue and cumulate until such dividends are declared and paid. Additional details can be found in the Certificate of Designations related to the Preferred Stock filed as Exhibit 3.1 to the Company's Form 8-A filed with the Securities and Exchange Commission on August 27, 2020. About QVC Group QVC Group, Inc., formerly known as Qurate Retail, Inc. -- https://www.qvcgrp.com/ -- owns interests in subsidiaries and other companies which are primarily engaged in the video and online commerce industries. Through its subsidiaries and affiliates, the Company operates in North America, Europe and Asia. The Company's principal businesses and assets include its consolidated subsidiaries QVC, Inc., Cornerstone Brands, Inc., and other cost method investments. As of Dec. 31, 2024, QVC Group had $9.24 billion in total assets, $10.13 billion in total liabilities, and $885 million in total stockholders' equity. * * * As reported by 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+' Company credit rating. The stable outlook reflects S&P's expectation that Qurate will maintain sufficient liquidity over the next 12 months despite its view that its capital structure remains unsustainable, as further cost reductions offset sales weakness and support profit recovery. RAMBLER ASSOCIATES: U.S. Wants Zvi Guttman Named as Receiver ------------------------------------------------------------ In the case styled UNITED STATES OF AMERICA, Plaintiff v. RAMBLER ASSOCIATES LIMITED PARTNERSHIP, Defendant, Case No. 1:24-cv-00500-RDB (D. Md.), the Plaintiff seeks the appointment of a receiver to manage a certain property owned by the Defendant because there is a substantial risk that the value of the property will be materially diminished prior to any sale. The Plaintiff asks that the Court appoint Zvi Guttman as the receiver. In addition to the task of managing the property, the mortgage entered into by the Defendant provides for the appointment of a receiver in the event of a default. On February 20, 2024, the United States instituted this action to foreclose on a mortgage and obtain an order to sell certain property owned by the Defendant which was pledged as security for a loan the United States made to the Defendant. The property includes a multi-unit apartment complex known as Rambler Apartments, located in Cambridge, Maryland. The Plaintiff further asserts that a receiver, or some other custodian, will ultimately be necessary to secure and sell the property once the Court enters a final judgment. Though the U.S. Marshals Service commonly handles this task, a court-appointed receiver would be better equipped to secure, manage, and sell the property than the U.S. Marshals Service, says the Plaintiff. Rambler Associates Limited Partnership is a limited partnership located in Maryland. The Plaintiff is represented by: Matthew A. Haven, Esq. U.S. ATTORNEY'S OFFICE 36 S. Charles Street, 4th Fl. Baltimore, MD 21201 Telephone: (410) 209-4800 RHODE ISLAND NURSES: S&P Affirms 'BB' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating (ICR) on Rhode Island Nurses Institute Middle College Charter High School (RINI). The outlook is stable. S&P said, "We view the school's environmental, social, and governance (ESG) factors as neutral in our credit rating analysis. "The stable outlook reflects our opinion that RINI will maintain stable enrollment, reflecting consistent demand. The stable outlook also reflects our expectation that the school will continue to produce positive operations resulting in lease-adjusted MADS coverage ratios in line with the rating. In addition, we expect that the school will continue to grow liquidity. "We could consider a negative rating action should enrollment fail to meet management's projections, resulting in a sustained trend of notably weaker operating results, or if lease-adjusted MADS coverage or liquidity were to decline. Further, we could consider a negative rating action if the school were to issue additional debt without commensurate enrollment growth. "We could consider a positive rating action if RINI improves financial metrics such as lease-adjusted MADS coverage and liquidity, moderates debt metrics, successfully executes on its growth plans, and maintains its solid demand profile." RICHFIELD NURSING: Seeks Chapter 11 Bankruptcy in Pennsylvania -------------------------------------------------------------- On June 4, 2025, Richfield Nursing and Rehabilitation LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Pennsylvania. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About Richfield Nursing and Rehabilitation LLC Richfield Nursing and Rehabilitation LLC and affiliates are operators of skilled nursing and rehabilitation centers across Pennsylvania. Each location provides a range of services, including short-term rehabilitation, long-term care, and therapy. Richfield Nursing and Rehabilitation LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-01599) on June 4, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Henry W. Van Eck handles the case. The Debtors are represented by Robert E. Chernicoff, Esq. at CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC. RICHMOND BELLY: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ Richmond Belly Ventures, LLC and its affiliates got the green light from the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to use cash collateral. The court's order authorized the Debtors' interim use of cash collateral in accordance with their budget pending the final hearing on July 2. As protection for the use of their cash collateral, secured creditors including Blue Ridge Bank, N.A. and the U.S. Small Business Administration were granted a replacement lien on cash collateral generated by the Debtors after the petition date. As further protection, the secured creditors will receive monthly payments as laid out in the budget. Blue Ridge Bank will receive a monthly payment of $3,500 from the cash collateral of Scotts Belly Ventures, LLC, one of the affiliated debtors. Richmond Belly Ventures has SBA Economic Injury and Disaster Loans totaling nearly $495,100 while Scotts Belly Ventures owes Blue Ridge Bank approximately $116,600 on a loan originally for $525,000. Meanwhile, certain merchant cash advance (MCA) creditors may hold liens but the Debtors do not acknowledge the validity of such liens. Blue Ridge Bank is represented by: Jeremy S. Williams, Esq. Kutak Rock, LLP 1021 East Cary Street, Suite 810 Richmond, VA 23219 Telephone: (804) 644-1700 Facsimile: (804) 783-6192 jeremy.williams@kutakrock.com About Richmond Belly Ventures Richmond Belly Ventures, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 25-32131) on May 29, 2025, listing up to $500,000 in assets and up to $1 million in liabilities. John Bokel, managing member of Richmond Belly Ventures, signed the petition. Kollin G. Bender, Esq., at Hirschler Fleischer, P.C., represents the Debtor as legal counsel. RICHMOND TELEMATICS: Court Extends Cash Collateral Access to July 1 ------------------------------------------------------------------- Richmond Telematics, Inc. received another extension from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to use cash collateral. The court's third order extended the company's authority to use cash collateral through July 1 to pay the amounts expressly authorized by the court, including any required monthly payments to the Subchapter V trustee; the expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by its secured creditor, the U.S. Small Business Administration. The budget projects total operating expenses of $365,799.16 for the period from May to August. As protection, SBA and other secured creditors were granted a perfected post-petition lien on cash collateral, with the same extent, validity and priority as their pre-bankruptcy liens. In addition, Richmond Telematics was ordered to keep its property insured in accordance with the obligations under the loan and security documents with secured creditors. The next hearing is scheduled for July 1. About Richmond Telematics Inc. Richmond Telematics, Inc. is an automotive repair shop specializing in transmission services. It offers a wide range of services including automatic, manual, and continuously variable transmissions, as well as differential, axle, driveshaft, and suspension repairs. Richmond Telematics filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 25-00907) on February 18, 2025, listing $1,216,440 in assets and $1,614,121 in liabilities. Christine Fernandez, president of Richmond Telematics, signed the petition. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at Branson Law, PLLC, represents the Debtor as bankruptcy counsel. ROCKY MOUNTAIN: Needs Additional Time to Complete Form 10-K Filing ------------------------------------------------------------------ Rocky Mountain Chocolate Factory, Inc. filed a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended February 28, 2025, with the U.S. Securities and Exchange Commission, informing that the Form 10-K could not be filed within the prescribed time period without unreasonable effort or expense because the Company requires additional time and effort to complete work related to the Company's financial reporting, closing procedures and other disclosure items. As a result, the Company is still in the process of compiling required information to complete the Form 10-K. The Company is diligently working to file the Form 10-K as soon as reasonably practicable on or before the 15th calendar day following the prescribed due date for the Form 10-K. About Rocky Mountain Chocolate Factory Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery producer, and retail operator. Founded in 1981, the Company produces an extensive line of premium chocolate candies and other confectionery products. New York, N.Y.-based CohnReznick LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated June 13, 2024, attached to the Company's Annual Report on Form 10-K for the year ended February 29, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations in recent years and is dependent on debt financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. RYVYL INC: Nasdaq Extends Equity Compliance Deadline to Oct. 6 -------------------------------------------------------------- As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2025, on April 8, 2025, RYVYL Inc., received written notice from The Nasdaq Stock Market LLC notifying the Company that, based on the Company's stockholders' equity of ($1,492,000) as of December 31, 2024, it is no longer in compliance with the minimum stockholders' equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The Notice also provided the Company until May 23, 2025, to submit a compliance plan to Nasdaq, which, if accepted, would result in an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance. On May 21, 2025, the Company submitted a compliance plan to Nasdaq to regain compliance with Equity Rule. On May 23, 2025, the Company received a letter from Nasdaq stating that, based on the information presented in the Compliance Plan, Nasdaq has determined to grant the Company an extension to regain compliance with the Equity Rule. Pursuant to the terms of the Nasdaq Extension Letter, the Company is required to raise financing and provide sufficient evidence to Nasdaq, on or before October 6, 2025, that the Company believes it is in compliance with the Equity Rule. Notwithstanding the Company's providing the evidence required by Nasdaq, on or before October 6, 2025, if the Company fails to demonstrate compliance with the Equity Rule in the audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025, the Company's common stock may be subject to delisting. If the Company does not satisfy any of the required terms in the Nasdaq Extension Letter, Nasdaq will provide the Company with written notification that its common stock will be delisted. In such event, the Company will have the right to appeal such delisting determination to a Nasdaq Hearings Panel. The Company is diligently working to satisfy the conditions set forth in the Nasdaq Extension Letter, including raising the financing necessary to regain compliance with the Equity Rule. However, there can be no assurance that the Company will be successful in meeting such conditions or that the Company will be able to maintain its listing on Nasdaq. About Ryvyl Inc. San Diego, Calif.-based RYVYL Inc., together with its subsidiaries, is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which offer significant improvements for the payment solutions marketplace. The Company's core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. In its report dated March 28, 2025, the Company's auditor, Simon & Edward, LLP, issued a 'going concern' qualification, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, noting that the transitioning of the Company's QuickCard product in North America led to a significant decline in processing volume and revenue, the recovery of these lost revenues is not expected until late 2025. The loss of revenue resulting from this business reorganization has jeopardized its ability to continue as a going concern. As of Dec. 31, 2024, RYVYL had $122.28 million in total assets, $123.77 million in total liabilities, and a total stockholders' deficit of $1.49 million. SANDY HILLS: Case Summary & One Unsecured Creditor -------------------------------------------------- Debtor: Sandy Hills, LLC 68 Mc Cue Lane Babylon, NY 11702 Business Description: Sandy Hills, LLC is a land development company based in Babylon, New York. It focuses on acquiring and rezoning land for residential and mixed-use projects. Chapter 11 Petition Date: June 4, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-72181 Judge: Hon. Alan S Trust Debtor's Counsel: Marc A. Pergament, Esq. WEINBERG, GROSS & PERGAMENT LLP 400 Garden City Plaza Suite 309 Garden City, NY 11530 Tel: (516) 877-2424 Fax: (516) 877-2460 E-mail: mpergament@wgplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Francis Weber as managing member. The Debtor listed the U.S. Small Business Administration District Counsel, located at the New York District Office, 26 Federal Plaza, Room 3100, New York, NY 10278, as its only unsecured creditor, with a claim totaling $150,000. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ZPIX5DI/Sandy_Hills_LLC__nyebke-25-72181__0001.0.pdf?mcid=tGE4TAMA SBLA INC: Tarek Kiem Named Successor Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tarek Kiem, Esq., at Kiem Law, PLLC as successor Subchapter V trustee for SBLA, Inc. Mr. Kiem will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Kiem declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tarek Kiem, Esq. Kiem Law, PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Tel: (561) 600-0406 Email: tarek@kiemlaw.com About SBLA Inc. SBLA, Inc. focuses on providing non-invasive, at-home anti-aging solutions through its innovative "sculpting wands." Its product line includes items like the Neck, Chin & Jawline Sculpting Wand, Facial Instant Sculpting Wand, and Lip Plump & Sculpt to help firm, lift, and rejuvenate various areas of the face and body. Known for its collaboration with Christie Brinkley, SBLA emphasizes effective, science-backed skincare to offer alternatives to invasive procedures. SBLA sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12606) on March 11, 2025, listing $801,858 in assets and $3,252,917 in liabilities. Leonard Cogan, chief financial officer of SBLA, signed the petition. Judge Mindy A. Mora oversees the case. Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. SCIENTIFIC ENERGY: 2024 Net Loss Narrows to $1.1M vs $33.4M in 2023 ------------------------------------------------------------------- Scientific Energy, Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1,104,178 on $68,634,071 of revenues for the year ended December 31, 2024, compared to a net loss of $33,440,301 on $38,958,211 of revenues for the year ended December 31, 2023. The Company has an accumulated deficit of $47,736,443 and working capital deficit of $7,290,919 as of December 31, 2024. Hong Kong-based Centurion AOGB CPA Limited, the Company's auditor since 2025, issued a "going concern" qualification in its report dated May 23, 2025, attached to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, citing that the Company has suffered recurring losses from operations and had a working capital deficit that raise substantial doubt about its ability to continue as a going concern. The Company will be required continuous financial support from the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. The Company's ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/3upcsxm9 About Scientific Energy Scientific Energy, Inc. is a mobile platform of ordering and delivery services for restaurants or other merchants in Macau. The Company's businesses are built on its platform, Aomi App. The Platform connects restaurants/merchants with consumers and Delivery riders. The Platform is created to serve the needs of these three key areas and to become more intelligent and efficient with every customer order. As of December 31, 2024, the Company has $55,551,046 in total assets, $24,344,657 in total liabilities, non-controlling interests of (2,196,225) and $33,402,614 in total stockholders' equity. SCOOPIE LLC: Gets Interim OK to Use Cash Collateral --------------------------------------------------- The Scoopie, LLC received interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use the cash collateral of the U.S. Small Business Administration. The court's order authorized the Debtor's use of cash collateral to pay the expenses set forth in its budget, with a 10% variance allowed. The budget projects monthly total operational expenses of $13,988.90. As protection, SBA was granted a post-petition lien on the cash collateral and all other assets acquired by the Debtor after the petition date to the same extent and with the same validity and priority as its pre-bankruptcy lien. The Debtor's authority to use cash collateral terminates upon the occurrence of so-called events of default, including the dismissal or conversion of its Chapter 11 case to a proceeding under Chapter 7 and the appointment of a trustee or examiner, with authority to affect the Debtor's operation. A final hearing is scheduled for July 7. The Debtor reviewed all pre-bankruptcy secured claims and determined that only SBA holds a valid and continuing security interest. SBA provided a $150,000 Economic Injury Disaster Loan with a remaining balance of approximately $30,000. About The Scoopie LLC The Scoopie, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-32929) on May 28, 2025. In the petition signed by Jarred Allen, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Julie M. Koenig, Esq., at Cooper & Scully, PC, represents the Debtor as legal counsel. SCV GRAPHIC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of SCV Graphic Productions, Inc. About SCV Graphic Productions Inc. SCV Graphic Productions Inc., operating as Dangling Carrot Creative, is a custom graphics and display manufacturing company that specializes in manufacturing custom displays, signage, and creative installations using materials such as composites, plastics, and foams, alongside printing and imaging technology. It maintains operations in both Fayetteville, Georgia and Valencia, California, with its principal place of business in Georgia. SCV Graphic Productions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-10613) on April 28, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Paul Baisier oversees the case. The Debtor is represented by Benjamin R. Keck, Esq., at Keck Legal, LLC. SHARP DEVELOPERS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Sharp Developers, LLC 355 S Nebraska St. LLC 3801 N 3rd St, LLC 30 N Gould St Ste R Sheridan WY 82801 Business Description: The Debtor holds trust interests in two properties located at 355 S Nebraska St in Chandler, Arizona, and 3801 N 3rd St in Phoenix. The combined value of these interests is estimated at $3.8 million. Chapter 11 Petition Date: June 5, 2025 Court: United States Bankruptcy Court District of Arizona Case No.: 25-05149 Debtor's Counsel: Richard Freeth, Esq. OMNUS LAW 19580 W Indian Rd., Ste. 105 PMB #11 Buckeye AZ 85396 Tel: 212-516-1447 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Wilson as managing member. A list of the Debtor's 20 largest unsecured creditors was not provided alongside the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/JDD6YKA/Sharp_Developers_LLC__azbke-25-05149__0006.0.pdf?mcid=tGE4TAMA SIFAT LLC: Case Summary & Three Unsecured Creditors --------------------------------------------------- Debtor: Sifat LLC 520 Newport Center Drive Suite 480 Newport Beach, CA 92660 Business Description: Sifat LLC owns and manages a single commercial real estate asset, an office building located at 2115 Winnie Street in Galveston, Texas. The Company operates from Newport Beach, California, and is affiliated with the Cantour Group, which oversees property development and leasing activities for the building. Chapter 11 Petition Date: June 3, 2025 Court: United States Bankruptcy Court Central District of California Case No.: 25-11513 Judge: Hon. Mark D Houle Debtor's Counsel: David B. Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Ave. Los Angeles, CA 90034 Tel: (310) 229-1234 Estimated Assets: $10 million to $10 million Estimated Liabilities: $10 million to $50 million Armando Duarte signed the petition as manager. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GQUOFIY/Sifat_LLC__cacbke-25-11513__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. General Agents Insurance $597 Acceptance Corp. 23441 South Pointe Dr. #220 Laguna Hills, CA 92653 Tel: 949-470-9674 2. City of Galveston Utility $99 P.O. Box 779 Services Galveston, TX 77553 Tel: 409-797-3550 3. Energy, TXU Utility $10 P.O. Box 650638 Services Dallas, TX 75265 Tel: 800-711-9112 SMITH MICRO: Timothy Huffmyer Returns as COO, CFO ------------------------------------------------- Smith Micro Software, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission the appointment of Timothy C. Huffmyer as Vice President, Chief Operating Officer and Chief Financial Officer of the Company. In his capacity as Chief Financial Officer, Mr. Huffmyer will succeed James M. Kempton, who departed from the Company on June 6, 2025. Mr. Huffmyer will also serve as the Company's Treasurer, as well as its principal financial officer and principal accounting officer. In this dual role, Huffmyer will have oversight of key operational areas as well as financial operations. Having previously served as the company's CFO, Huffmyer rejoined the company on June 9, 2025, reporting to William W. Smith, Jr., president, chief executive officer, and chairman of the board of Smith Micro. "We are very excited to announce Tim's return to Smith Micro, as he is uniquely qualified to serve in this expanded executive leadership role," said Smith. "A seasoned executive, Tim brings a wealth of experience and financial and operational acumen to Smith Micro, while also having a deep understanding of our business, customer base, and employees. This along with Tim's strategic and data driven approach to leadership make him a perfect fit for the new dual role as we carry out our mission of returning the company to growth and profitability." "I am honored and excited to return to Smith Micro at this important time in its evolution and to serve in this expanded operational role," said Huffmyer. "Building on Smith Micro's strong customer relationships and industry-leading technology in the markets we serve, I look forward to joining Bill and the team at Smith Micro in delivering value to our customers and shareholders, driving operational efficiencies while making strategic investments for growth." In his capacity as chief financial officer, Huffmyer will succeed James Kempton, who has served as Smith Micro's CFO since 2021. Smith added, "I want to thank Jim Kempton for his contributions to Smith Micro during his tenure and wish him well in his future endeavors." Huffmyer rejoins the company from his most recent role as chief financial officer of Urgent.ly Inc., a leading connected mobility assistance software platform provider, which he has held since September 2021. From June 2017 to September 2021, he served as Smith Micro's vice president, chief financial officer and treasurer. Earlier in his career, Huffmyer served in succeeding roles at Black Box Corporation, an IT solutions company, including as vice president, chief financial officer and treasurer and director of finance. Huffmyer received his B.A. in Accounting from Michigan State University. Mr. Huffmyer, age 51, has served as Chief Financial Officer of Urgent.ly Inc., a leading connected mobility assistance software platform provider, since September 2021. From June 2017 to September 2021, Mr. Huffmyer served as the Company's Vice President and Chief Financial Officer. Earlier in his career, Mr. Huffmyer served in succeeding roles at Black Box Corporation, an IT solutions company, from January 2008 to June 2017, including Vice President, Chief Financial Officer and Treasurer and Director of Finance. Mr. Huffmyer received his B.A. in Accounting from Michigan State University. There are no arrangements or understandings between Mr. Huffmyer and any other persons pursuant to which Mr. Huffmyer was selected as the Vice President, Chief Operating Officer and Chief Financial Officer of the Company. There are no family relationships between Mr. Huffmyer and any director or executive officer of the Company, and Mr. Huffmyer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. In connection with Mr. Huffmyer's appointment, on May 21, 2025, the Company entered into an offer letter with him, which provides that he will receive an annual base salary of $400,000 (subject to an initial 10% reduction as described in the Offer Letter), and will be eligible to participate in the Company's discretionary corporate incentive bonus program with annual targeted bonus of $150,000, a discretionary cash bonus program with targeted annual bonus amount of $40,000, and, subject to compensation committee approval, an annual restricted stock award grant targeted at 125,000 restricted shares of Company common stock. Mr. Huffmyer will also receive an initial grant of 50,000 fully vested shares of Company common stock at the time he begins his employment. Mr. Huffmyer will be eligible to participate in the Company's standard benefits programs. A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the Offer Letter. About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company's solutions enrich today's connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. As of Dec. 31, 2024, the Company had $48.05 million in total assets, $5.65 million in total current liabilities, $1.64 million in total non-current liabilities, and $40.76 million in total stockholders' equity. Los Angeles, California-based SingerLewak LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 12, 2025, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOLAR MOSAIC: In Chapter 11 With Deal, to Accept Bids ----------------------------------------------------- Solar Mosaic, a fintech platform for U.S. residential solar and energy-efficient home improvements, has sought Chapter 11 bankruptcy protection with support from key creditors. Based in Oakland, California, Solar Mosaic is one of the oldest financing companies in the residential solar space. The Company was founded in 2010 as a clean energy crowdfunding initiative offering loans for the development of commercial solar projects. In 2014, the Company's business model shifted to focusing on helping homeowners access residential solar projects through the Company's financing counterparties. Presently with more than 150 employees, the Company became the first to combine solar loans with a fully digital financing platform. The Company's business has two primary segments: (a) origination of new loans and (b) loan servicing. The company has funded over $15 billion in cumulative loans since being founded in 2010. The Company's national installer network now consists of 2,000 active vetted contractors who make the Company's loans available to customers and perform the installation of solar systems. The total amount of loans currently being actively serviced by the Company's servicing business is over $8 billion. "Despite its growth in preceding years, the Company has faced significant liquidity challenges prior to the filing of these Chapter 11 Cases. Higher interest rates, unfavorable capital markets conditions, and a significant contraction in the market for residential solar loans have prevented the Company from accessing other sources of liquidity to fully address these issues. More recently, political uncertainty around the future of solar ITCs negatively impacted the Company’s ability to refinance corporate debt, raise equity capital, and enter into agreements with new or existing lending partners for financing additional warehouse capacity," Berkeley Research Group's Mark A. Renzi, designated as the chief restructuring officer of the Debtors, explained in court filings. Mosaic intends to complete a Chapter 11 restructuring and recapitalization supported by certain of the Company's existing lenders, including Forbright Bank, as administrative agent. According to a statement by the Company, the Company expects to execute the restructuring and recapitalization through a Chapter 11 plan of reorganization sponsored by Forbright and potentially consummate one or more asset sale transactions pursuant to Section 363 of the U.S. Bankruptcy Code. Jefferies LLC, as investment banker, launched a marketing process prepetition. According to court filings, no party has submitted any indication of interest for an-out-of-court transaction or to proceed as a stalking horse bidder in Chapter 11. The Company still believes that a number of interested parties are likely to submit bids for all or some combination of the Company's assets during the course of the Chapter 11 cases. While in Chapter 11, the Company intends to continue operating the servicing business in the ordinary course and providing the same high level of service that borrowers and the Company's partners have come to expect. The Company does not contemplate originating new loans during the Chapter 11 cases. The Company has $15 million of new money financing from existing lenders, and aims to conclude within 13 weeks, says Jefferies' Richard W. Morgner. About Solar Mosaic Mosaic is an industry-leading fintech platform for sustainable home improvements. Founded in 2010, Mosaic is a pioneer in clean energy lending providing innovative solutions for financing solar, battery storage, and more. Mosaic has funded $15 billion in loans to date, helping more than 500,000 households make their homes more sustainable and efficient. On June 6, 2025, Mosaic Sustainable Finance Corporation and four affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 25-90156). The cases are pending before the Honorable Christopher M. Lopez. The Company tapped Paul Hastings LLP as legal counsel, BRG for managing director Mark A. Renzi as chief restructuring officer, and C Street Advisory Group as strategic communications advisor. Kroll, formerly Prime Clerk LLC, is the claims agent. Blank Rome LLP is serving as legal counsel and Huron Consulting Group is serving as financial advisor to Forbright Bank. SOLAR MOSAIC: Seeks Chapter 11 Bankruptcy in Texas -------------------------------------------------- Mark Chediak of Bloomberg News reports that Solar Mosaic LLC, a provider of home solar loans backed by private equity firm Warburg Pincus, filed for Chapter 11 bankruptcy on Friday, June 6, 2025, amid uncertainty over continued federal support for clean energy. According to court documents filed in the U.S. Bankruptcy Court for the Southern District of Texas, the Oakland, California-based company listed both its assets and liabilities in the range of $1 billion to $10 billion. Mosaic has arranged $45 million in debtor-in-possession financing from its current lenders, which includes $15 million in new capital. The funding, pending court approval, is intended to support the company during its restructuring, the report states. About Solar Mosaic LLC Solar Mosaic LLC is a provider of home solar loans. Solar Mosaic LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-90155) on June 6, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. Honorable Bankruptcy Judge Christopher M. Lopez handles the case. The Debtor is represented by Charles Martin Persons, Esq. at Paul Hastings LLP. STORMS FAMILY: Case Summary & Six Unsecured Creditor ---------------------------------------------------- Debtor: Storms Family Land Trust 3325 NE 14 Court Fort Lauderdale, FL 33304 Business Description: Storms Family Land Trust is a land trust that holds a single real estate asset located at 3325 NE 14 Court in Fort Lauderdale, Florida. The property is valued at approximately $2.49 million. Chapter 11 Petition Date: June 4, 2025 Court: United States Bankruptcy Court Southern District of Florida Case No.: 25-16373 Judge: Hon. Peter D Russin Debtor's Counsel: Susan D. Lasky, Esq. SUSAN D. LASKY, PA 320 SE 18 Street Fort Lauderdale, FL 33316 Tel: 954-400-7474 E-mail: Jessica@SueLasky.com Total Assets: $2,489,590 Total Liabilities: $3,279,886 Carol Storms signed the petition as the authorized representative of the Debtor. A full-text copy of the petition, which includes a list of the Debtor's six unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ZVKACOA/Storms_Family_Land_Trust__flsbke-25-16373__0001.0.pdf?mcid=tGE4TAMA SUNNOVA ENERGY: Receives NYSE Notice on Delayed 10-Q Filing ----------------------------------------------------------- Sunnova Energy International Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a notice from the staff of NYSE Regulation of the New York Stock Exchange indicating that the Company is now subject to the procedures set forth in Section 802.01E of the NYSE Listed Company Manual due to a delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 with the Securities and Exchange Commission. The NYSE informed the Company that, under Section 802.01E of the Manual, the Company has until November 19, 2025, to file the Form 10-Q with the SEC. If the Company does not file the Form 10-Q by that date, the NYSE may grant, in its sole discretion, a further extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The Notice indicates that the NYSE may nevertheless commence delisting proceedings at any time during the cure period, if circumstances warrant. As the Company reported in its Form 12b-25 filed with the SEC on May 12, 2025, the Company is unable to file, without unreasonable effort or expense, the Form 10-Q. The Company has been, and is continuing its efforts, engaging with third parties in discussions and negotiations relating to the indebtedness of the Company and its subsidiaries. Such discussions and negotiations have diverted management time and internal resources from the Company's processes for completing its disclosures related to the Form 10-Q. The Company expects to file such report as soon as reasonably practicable. The Notice has no immediate effect on the listing or trading of the Company's securities on the NYSE. There can be no assurance, however, that the Company will be able to regain compliance with the listing standards discussed. About Sunnova Energy Sunnova Energy International Inc. (NYSE: NOVA) is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better energy service at a better price to deliver its mission of powering energy independence. Founded in Houston, Texas in 2012, Sunnova started its journey to create a better energy service at a better price. Driven by the changing energy landscape, technology advancements, and demand for a cleaner, more sustainable future, we are proud to help pioneer the energy transition. * * * In May 2025, Fitch Ratings has downgraded Sunnova Energy International Inc.'s (Sunnova) and Sunnova Energy Corporation's (SEC) Long-Term Issuer Default Ratings (IDRs) to 'RD' from 'C'. Fitch has affirmed SEC's senior unsecured debt rating at 'C' with a Recovery Rating of RR4′. The downgrade reflects the uncured missed interest payment on Sunnova's $400 million senior notes maturing in 2028, which was due on April 1, 2025, and the expiration of the 30-day grace period. Sunnova has entered into a forbearance agreement that extends from May 2, 2025, to May 8, 2025, or until any other defined termination event occurs. Sunnova's ratings also reflect the structural subordination of corporate debt to nonrecourse securitization debt, a primary funding source for the company. SUNNOVA ENERGY: Seeks Chapter 11 Bankruptcy with $8.9-Bil. Debt --------------------------------------------------------------- Mark Chediak of Bloomberg News reports that Sunnova Energy International Inc., a leading U.S. rooftop solar firm, has filed for bankruptcy in Texas after struggling with heavy debt and declining sales prospects. Court filings indicate that the Houston-based company intends to sell "all or substantially all" of its assets and carry out an orderly wind-down of its business. The entities involved in the filing report holding about $13.5 million in cash and approximately $8.9 billion in funded debt, according to Bloomberg News. In March 2025, Sunnova started discussions with creditors to restructure its capital, after warning of potential financial instability. The company attributed the challenges to consistently high interest rates and ongoing regulatory and political uncertainty, which have led to increased hesitation among consumers and investors, the report states. About Sunnova Energy Sunnova Energy International Inc. (NYSE: NOVA) is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better energy service at a better price to deliver its mission of powering energy independence. Sunnova Energy sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-90160) on June 8, 2025. In its petition, the Debto reports estimated assets and liabilities between $10 billion and $50 billion each. The Debtor is represented by Jason Gary Cohen, Esq. at Bracewell LLP. SUNNOVA TEP: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sunnova TEP Developer, LLC 20 East Greenway Plaza, Suite 540 Houston, Texas 77046 Business Description: Sunnova TEP Developer, LLC is a subsidiary of Sunnova Energy International Inc. (NYSE: NOVA), a Houston-based adaptive energy services company focused on making clean energy more accessible and affordable for homeowners and businesses across the U.S. Sunnova partners with qualified local contractors to provide solar panel installations, energy storage solutions, and financing options. The Company aims to turn homes into energy-saving powerhouses by delivering reliable, cost-effective energy services nationwide. Chapter 11 Petition Date: June 1, 2025 Court: United States Bankruptcy Court Southern District of Texas Case No.: 25-90153 Judge: Hon. Alfredo R Perez Debtor's Counsel: Jason G. Cohen, Esq. BRACEWELL LLP 711 Louisiana Street, Suite 2300 Houston Texas 77002 Tel: (713) 223-2300 Email: jason.cohen@bracewell.com Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million Ryan Omohundro signed the petition as chief restructuring officer. The petition was filed without the Debtor's list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GJL2HHQ/Sunnova_TEP_Developer_LLC__txsbke-25-90153__0001.0.pdf?mcid=tGE4TAMA SUNSTONE DEVELOPMENT: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee for Region 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sunstone Development, LLC. About Sunstone Development Sunstone Development, LLC filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 25-11049) on April 22, 2025, listing between $10 million and $50 million in assets and liabilities. Judge Scott C. Clarkson oversees the case. Franklin Soto Leeds, LLP is the Debtor's legal counsel. TANIS HOLDINGS: Nat Wasserstein Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 2 appointed Nat Wasserstein, Esq., at Lindenwood Associates, LLC as Subchapter V trustee for Tanis Holdings, LLC. Mr. Wasserstein will be paid an hourly fee of $485 for his services as Subchapter V trustee and will be reimbursed for work related expenses incurred. Mr. Wasserstein declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nat Wasserstein, Esq. Lindenwood Associates, LLC 328 North Broadway, 2nd Foor Upper Nyack, New York 10960 Telephone: (845) 398-9825 Facsimile: (212) 208-4436 Email: nat@lindenwoodassociates.com About Tanis Holdings Tanis Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-22406) on May 12, 2025, listing up to $50,000 in both assets and liabilities. Judge Kyu Young Paek presides over the case. TERRA LAKE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Terra Lake Heights, LLC, according to court dockets. About Terra Lake Heights Terra Lake Heights, LLC is a limited liability company in Hollywood, Fla. Terra Lake Heights sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-14464) on April 23, 2025. In its petition, the Debtor reported up to $50,000 in assets and between $10 million and $50 million in liabilities. Judge Scott M. Grossman handles the case. The Debtor is represented by Chad Van Horn, Esq., at Van Horn Law Group, P.A. THASSOS INC: Gets OK to Use Cash Collateral Until June 19 --------------------------------------------------------- Thassos, Inc. got the green light from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use cash collateral. The court's order authorized the company's interim use of cash collateral through June 19 to pay the operating expenses set forth in its budget. Use of funds for extraordinary expenses in excess of the budget requires further court order or prior written approval of the U.S. Small Business Administration. The budget projects total operational expenses of $51,517 for the period from May 28 to June 11. As protection, SBA was granted replacement liens on assets acquired by the company after the petition date. The next hearing is scheduled for June 18. About Thassos Inc. Thassos Inc. operates a Greek restaurant in Clarendon Hills, Illinois. The establishment specializes in authentic Greek cuisine and offers dine-in, catering, and online ordering services. Thassos sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-08021) on May 27, 2025. In its petition, the Debtor reported estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Judge Janet S. Baer handles the case. The Debtor is represented by Konstantine Sparagis, Esq., at the Law Offices of Konstantine Sparagis. TOWN LOUNGE: Brian Shapiro Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 17 appointed Brian Shapiro as Subchapter V trustee for Town Lounge Centennial, LLC. Mr. Shapiro will be paid an hourly fee of $655 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Shapiro declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brian Shapiro 510 S. 8th Street Las Vegas, NV 89101 Phone: (702) 386-8600 Email: brian@trusteeshapiro.com About Town Lounge Centennial Town Lounge Centennial, LLC operates the Born and Raised Centennial bar and grill located in Las Vegas, Nevada. The establishment offers American cuisine and a full-service bar, featuring dishes like sliders, burgers, and Tex-Mex specialties. Town Lounge Centennial sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-12758) on May 14, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Mitchell Stipp, Esq., at the Law Office of Mitchell Stipp, P.C. TRIANGLE 40 RANCH: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Triangle 40 Ranch LLC 1301 Old Tin Top Road Weatherford, TX 76087 Chapter 11 Petition Date: June 3, 2025 Court: United States Bankruptcy Court Northern District of Texas Case No.: 25-42047 Debtor's Counsel: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE AND SCHWARTZ 301 Commerce St. Ste 3500 Fort Worth, TX 76102 Tel: 817-878-0500 Email: rsimon@whitakerchalk.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cole W. Johnson as member. A list of the Debtor's 20 largest unsecured creditors was not provided alongside the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/DG6FEWQ/Triangle_40_Ranch_LLC__txnbke-25-42047__0001.0.pdf?mcid=tGE4TAMA TUI BAYSIDE: Case Summary & Eight Unsecured Creditors ----------------------------------------------------- Debtor: TUI Bayside LLC 520 Bay Point Rd. Miami, FL 33137 Chapter 11 Petition Date: June 4, 2025 Court: United States Bankruptcy Court Southern District of Florida Case No.: 25-16337 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. 7777 Glades Rd., Suite 100 Boca Raton, FL 33434 Tel: 561-245-4705 Email: ngm@mancuso-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Michael Eisenberg as manager. A full-text copy of the petition, which includes a list of the Debtor's eight unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/XTXKYLI/TUI_Bayside_LLC__flsbke-25-16337__0001.0.pdf?mcid=tGE4TAMA UNIFIED SCIENCE: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Unified Science, LLC got the green light from the U.S. Bankruptcy Court for the Western District of Wisconsin to use cash collateral. The court's order authorized the Debtor's interim use of cash collateral until July 8 in accordance with its budget. As protection for the use of its cash collateral, Byline Bank was granted a replacement lien to the same extent and with the same priority as its pre-bankruptcy lien. Byline Bank, the primary secured creditor, holds a $10.8 million claim secured by real estate and a general business lien on the Debtor's assets, including cash collateral. As further protection, the Debtor was ordered to make an interest-only payment of $15,000 per month to Byline Bank until entry of a final hearing order. In addition, the Debtor was ordered to keep its personal property insured. The next hearing is set for July 8. The Debtor holds approximately $116,978 in cash and $2.97 million in accounts receivable. However, due to the accrual accounting method and the nature of long-term contracts, only about $1.12 million of the receivables is expected to be collected within six months. About Unified Science LLC Unified Science LLC, doing business as United Science, provides services, consulting, and manufacturing for the pharmaceutical and nutraceutical industries. The company offers product development, process engineering, analytical development, and compliance services. It positions itself as a scientific partner supporting clients from development through to product launch. Unified Science sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 25-11162) on May 19, 2025. In its petition, the Debtor reported estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge Catherine J. Furay handles the case. The Debtor is represented by Evan M. Swenson, Esq., at Swenson Law Group, LLC. VALUE EXCHANGE: Stock Moved to OTC Pink After 10-K Filing Delay --------------------------------------------------------------- Value Exchange International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the trading of its common stock was moved from the OTCQB marketplace to the OTC Pink Limited Information marketplace due to the Company's failure to remain within the continued standards as found in Section 2.2 of the OTCQB Eligibility Standards by not filing its Form 10-K for the year ended December 31, 2024, within 45 days of its due date. The Company's common stock was moved to the OTC Pink Limited Information on the open of market on May 19, 2025. The stock still trades under the symbol "VEII." The Company intends to reapply for listing on the OTCQB marketplace once it has filed with the Securities and Exchange Commission all applicable periodic filings. About Value Exchange International Kowloon, Hong Kong-based Value Exchange International, Inc. is a provider of customer-centric technology solutions for the retail industry in Hong Kong SAR and certain regions of China and the Philippines. The Company was incorporated in the State of Nevada on June 26, 2007, and changed to its current corporate name, "Value Exchange International, Inc.", on December 5, 2017. Jericho, N.Y.-based Grassi & Co., CPAs, P.C., the Company's auditor since 2023, issued a "going concern" qualification in its report dated July 16, 2024, citing that the Company's significant accumulated operating losses and working capital deficit raise substantial doubt about its ability to continue as a going concern. VIASAT INC: CPP Investment, Canada Pension Plan Hold 3.68% Stake ---------------------------------------------------------------- CPP Investment Board Private Holdings (4) Inc. and Canada Pension Plan Investment Board, disclosed in a Schedule 13D (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of May 21, 2025, they beneficially owned 4,795,334 shares of Viasat, Inc.'s common stock, par value $0.0001 per share. These shares are held with shared voting and dispositive power and represent approximately 3.68% of the 130,319,585 shares outstanding, as reported in the Company's Form 10-K filed on May 23, 2025. CPP Investment Board Private Holdings (4) Inc. and Canada Pension Plan Investment Board may be reached through: Patrice Walch-Watson One Queen Street East, Suite 2500 Toronto, Ontario, Z4, M5C 2W5 Tel: (416) 868-4075 A full-text copy of CPP Investment's SEC report is available at: https://tinyurl.com/2ev3ksjt About Viasat Inc. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of December 31, 2024, Viasat had $15.6 billion in total assets, $10.8 billion in total liabilities, and $4.8 billion in total equity. * * * Egan-Jones Ratings Company on November 5, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIASAT INC: FY25 Net Loss Narrows to $531.1M on $4.5B Revenue ------------------------------------------------------------- Viasat Inc. filed with the U.S. Securities and Exchange Commission its Annual Report on Form 10-K reporting net loss of $531.1 million on $4.5 billion of total revenue for the year ended March 31, 2025, compared to a net loss of $1.1 billion on $4.3 billion of total revenues for the year ended March 31, 2024. "We have financed our operations to date primarily with cash flows from operations, bank line of credit financing, debt financing, export credit agency financing and equity financing. At March 31, 2025, we had $1.6 billion in cash and cash equivalents, $1.2 billion in working capital, no outstanding borrowings and borrowing availability of $593.3 million under the Viasat Revolving Credit Facility and no outstanding borrowings and borrowing availability of $550 million under the Inmarsat Revolving Credit Facility. At March 31, 2024, we had $1.9 billion in cash and cash equivalents, $2.2 billion in working capital, no outstanding borrowings and borrowing availability of $591.5 million under the Viasat Revolving Credit Facility, and no outstanding borrowings and borrowing availability of $550 million under the Inmarsat Revolving Credit Facility. We invest our cash in excess of current operating requirements in short-term, highly liquid bank money market funds primarily investing in U.S. government-backed securities and treasuries." As of March 31, 2025, the Company had $15.4 billion in total assets, $10.8 billion in total liabilities, and $4.6 billion in total equity. A full-text copy of the Company's Form 10-K is available at: https://tinyurl.com/4b6k6dnk About Viasat Inc. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. * * * Egan-Jones Ratings Company on November 5, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIASAT INC: Ontario Teachers' Pension Plan Board Holds 3.68% Stake ------------------------------------------------------------------ Ontario Teachers' Pension Plan Board disclosed in a Schedule 13D (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of May 21, 2025, it beneficially owned 4,795,334 shares of Viasat, Inc.'s Common Stock, par value $0.0001 per share. These shares represent approximately 3.68% of Viasat's 130,319,585 outstanding shares of Common Stock, as reported in the Company's most recent Form 10-K filed on May 23, 2025. Ontario Teachers' Pension Plan Board may be reached through: Jeff Davis, Chief Legal & Corporate Affairs Officer 160 Front Street West, Suite 3200 Toronto, Ontario, M5J 0G4 Tel: (416) 228-5900 A full-text copy of Ontario Teachers' SEC report is available at: https://tinyurl.com/2pvvbyms About Viasat Inc. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of December 31, 2024, Viasat had $15.6 billion in total assets, $10.8 billion in total liabilities, and $4.8 billion in total equity. * * * Egan-Jones Ratings Company on November 5, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIASAT INC: Triton LuxTopHolding, Apax IX GP Hold 3.68% Stake ------------------------------------------------------------- Triton LuxTopHolding SARL and Apax IX GP Co. Limited, disclosed in a Schedule 13D (Amendment No. 3) filed with the U.S. Securities and Exchange Commission that as of May 21, 2025, they beneficially owned 4,795,334 shares of Viasat, Inc.'s Common Stock, par value $0.0001 per share, with shared voting and dispositive power, representing 3.68% of the 130,319,585 shares of Common Stock outstanding as of May 9, 2025. Triton LuxTopHolding SARL may be reached through: Maxime Donneau, Triton LuxTop 1-3 Boulevard de la Foire, Luxembourg, N4, L-1528 Tel: +352 26 86 87 30 A full-text copy of Triton LuxTopHolding's SEC report is available at: https://tinyurl.com/44e5ebp2 About Viasat Inc. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of December 31, 2024, Viasat had $15.6 billion in total assets, $10.8 billion in total liabilities, and $4.8 billion in total equity. * * * Egan-Jones Ratings Company on November 5, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIASAT INC: WP Triton and Affiliates Hold 6.23% Equity Stake ------------------------------------------------------------ WP Triton Co-Invest, L.P. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 21, 2025, it and its affiliated entities beneficially owned an aggregate of 8,113,802 shares of Viasat, Inc.'s common stock, par value $0.0001 per share. The shares are held with shared voting and dispositive power, representing approximately 6.23% of Viasat's outstanding common stock, based on 130,319,585 shares outstanding as of May 9, 2025, as disclosed by the Company. The affiliates are WP Triton Investment, L.P., Warburg Pincus (Callisto-A) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus (Cayman) Global Growth GP, L.P., Warburg Pincus (Cayman) Global Growth GP LLC, Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus (Bermuda) Private Equity GP Ltd., and Warburg Pincus LLC disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 21, 2025. The Reporting Persons may be reached through: WP Triton Co-Invest, L.P. C/O Warburg Pincus LlC 450 Lexington Avenue New York NY 10017 Tel: 212-878-0600 A full-text copy of WP Triton Co-Invest's SEC report is available at: https://tinyurl.com/f4ns82fr About Viasat Inc. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems, and services to government and commercial customers. Inmarsat operates a satellite communications network using L-band, Ka-band, and S-band spectrum and provides voice and data services to customers on land, at sea, and in the air. As of December 31, 2024, Viasat had $15.6 billion in total assets, $10.8 billion in total liabilities, and $4.8 billion in total equity. * * * Egan-Jones Ratings Company on November 5, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Viasat, Inc. VIAVI SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Off Watch Neg. ----------------------------------------------------------------- Fitch Ratings has removed the Rating Watch Negative (RWN) on Viavi Solutions Inc.'s ratings. Additionally, Fitch has affirmed Viavi's Long-Term Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook is Stable. Fitch has also affirmed the senior unsecured debt at 'BB-' with a Recovery Rating of 'RR4' and assigned a rating of 'BB+'/'RR2' to the first lien senior secured term loan B. The resolution of the RWN follows Viavi providing clarification on its deleveraging plan and the synergies associated with the debt-funded acquisition of Spirent Communications plc's high-speed Ethernet and network testing business (Spirent HSE), which provides a higher degree of confidence in its ability to deleverage effectively. The ratings and Outlook reflect the deal's funding structure, which results in pro forma EBITDA leverage temporarily exceeding Fitch's 4.5x negative sensitivity. Key Rating Drivers Prioritizing Deleveraging Post Acquisitions: The Fitch-estimated pro forma EBITDA leverage for the Spirent HSE acquisition will be 4.3x for fiscal 2026. Viavi plans to fund both the $425 million acquisition and the January 2025 $150 million acquisition of Inertial Labs with a $600 million term loan B borrowing, incorporating Fitch's expectations that the company will use FCF to reduce the term loan B balance and deleverage towards its target of 4x over the forecast period. Deal Strengthens Operating Profile: Spirent's high-speed Ethernet and network security business line will enhance Viavi's network and service enablement segment by expanding its addressable market and providing a path to accelerated growth. The deal is accretive to operating margins over the long term, as integration costs will offset Spirent's higher gross margins in the near term. The deal depends on Keysight Technologies, Inc. (Keysight; BBB+/Stable) receiving regulatory approval and completing its acquisition of Spirent. The company expects the deal to close in by the end of July 2025. Improving Operating Performance: Viavi's EBITDA margins will improve due to higher revenue levels, an increasing mix of higher-margin network and services enablement revenues, and the realization of $25 million in annualized cost savings resulting from the restructuring plan announced in June 2024, which is expected to be completed by year end. Fitch expects EBITDA margins to increase above 20%, compared to the mid-to-high teens over the past few years. The company's low capital intensity should translate to improved FCF margins in the low-to-mid teens over the long term. Strong Existing Market Position: Fitch expects Viavi to participate in solid market growth and outpace the market, maintaining its top five leadership position across various sectors, including wireline, wireless, aerospace and defense, anti-counterfeiting pigments, and 3D sensing optical filters for mobile phones. Diversified Business Lines: Viavi operates diversified business lines, supporting revenue visibility as well as stable revenue and profitability growth. About 70% of its revenue comes from Network and Service Enablement, including test and measurement as well as network optimization, while 30% is from Optical Security and Performance Products. These uncorrelated subsectors provide diversification benefits. For instance, the anti-counterfeiting business, benefits from stimulus-driven bank note growth within weak economic environments. Technology Supports Demand: Viavi benefits from its exposure to development and field deployment of wireless and wireline communication technologies. The availability of ethernet speeds of 800 gigabits per second and 1.6 terabits per second supports demand for module prototypes and lab-test solutions. Viavi has benefited from the transition to 5G wireless through its relationships with service providers, which drive demand growth as networks are built out. The development of 6G supports deeper engagement with key wireless equipment providers. The company's 3D sensing offering has expanded and still holds great potential. Peer Analysis Viavi competes with Keysight in its Network Enablement subsector. Keysight enjoys a larger overall revenue scale of over $5 billion, which, pro forma for Keysight's successful acquisition of Spirent, would increase towards $6 billion, compared to about $1.3 billion in annual revenues for Viavi. Keysight's relative credit profile benefits from higher operating EBITDA margins of over 30%, compared with around 20% for Viavi, as well as a more conservative financial structure and policies. Coherent Corp. (BB/Stable) competes with Viavi in the optical security and performance products subsector, which produces optical filters used in 3D sensing. Coherent's revenue scale is similar to that of Keysight, with revenues exceeding $5 billion. Historically, Coherent's EBITDA margins have been close to Viavi's in the mid-20s. except for Viavi's lower margins in 2023 and 2024. Viavi's more opportunistic financial policies also result in a financial structure that is weaker than Coherent's. TTM Technologies, Inc. (BB/Positive), which manufactures printed circuit boards, generates about $2.5 billion in sales, but has a lower EBITDA margin structure than Viavi. EBITDA leverage for most recent fiscal year end was 2.8x. Key Assumptions - Revenue growth in fiscal 2025 is driven by the increased demand for higher bandwidth through fiber buildout by data center and service providers, along with the introduction of 1.6 terabits-per-second products; - The $600 million term loan B-funded acquisition of Spirent's high-speed ethernet and network security testing business contributes $180 million of revenue and $16.3 million of synergies in fiscal 2026; - EBITDA margins improve from the high teens in fiscal 2025 to the low 20% range through the forecast period; - Annual FCF is allocated towards reducing term loan B balances until the leverage target of 4x is achieved, after which it refinances its debt maturities and allocates FCF for tuck-in acquisitions and share repurchases; - Base interest rates applicable to the company's outstanding variable-rate debt obligations reflects the secured overnight financing rate (SOFR) forward curve, ranging between 4.3% and 3.7%. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustained above 4.5x; - Negative FCF margins; - Sustained below-market organic revenue growth. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage sustained below 3.5x, along with a public re-commitment to a target below this level; - Sustained organic mid-single-digit growth; - Evidence of a decrease in revenue and EBITDA margin volatility. Liquidity and Debt Structure As of March 29, 2025, Viavi held $374 million in cash and cash equivalents, excluding about $22.6 million in short-term investments and $3.4 million in restricted cash. In January 2025, the company used $150 million of this cash to fund the acquisition of Intertial Labs. Additionally, Viavi had $165.6 million of availability under its $300 million asset-based lending (ABL) revolving credit facility (RCF), which will be reduced to $200 million and extended to 2030 in connection with the term loan B Transaction. Positive FCF further supports Viavi's liquidity through the rating horizon. Its debt maturities are manageable, with the nearest $250 million convertible note due in 2026. Issuer Profile Viavi is a provider of network test, monitoring and assurance solutions, as well as optical solutions for hard currency anti-counterfeiting pigments and 3D sensing. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Viavi Solutions Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ New Rating RR2 senior unsecured LT BB- Affirmed RR4 BB- VIPER ENERGY: Sitio Royalties Deal No Impact on Moody's 'Ba1' CFR ----------------------------------------------------------------- Moody's Ratings said that Viper Energy, Inc.'s agreement to acquire Sitio Royalties Corp. (Sitio, B1 ratings under review) in an all-equity transaction is credit positive. But, it does not impact Viper's Ba1 corporate family rating or its stable outlook. Viper has agreed to acquire Sitio for roughly $4.1 billion, including Sitio's net debt of about $1.1 billion as of March 31, 2025. This acquisition will boost Viper's production by roughly 50%, add significant drilling inventory, further diversify its exposure to E&P operators, and provide meaningful synergies reducing its overall breakeven cost. The combined company's enlarged scale may also reduce its cost of capital and potentially provide easier access to capital for future M&A. However, the acquisition will mildly increase Viper's financial leverage given Sitio has more debt than Viper. Viper had $822 million in gross debt while Sitio had $1.08 billion as of March 31, 2025. Viper will also need to successfully integrate Sitio's operations after executing two other major acquisitions in the first quarter of 2025. The transaction was unanimously approved by the Board of Directors of each company and is expected to close in the third quarter of 2025. The majority stockholders of Viper (Diamondback Energy, Inc., Baa2 stable) and the largest shareholder of Sitio (Kimmeridge, unrated), both have approved the transaction. Diamondback is expected to own approximately 41% of pro forma Viper's outstanding common stock after closing and will continue to drive meaningful long-term oil production growth from the company's acreage. Despite Diamondback's reduced ownership in Viper, Viper's credit profile will continue to benefit from significant uplift from its operating and strategic importance to Diamondback, which controls and manages Viper. Viper Energy, Inc. is a publicly traded company based in Midland, Texas, which is engaged in owning and acquiring mineral and royalty interests in oil and natural gas properties in the Permian Basin. Sitio Royalties Corp., based in Denver, Colorado, is engaged in owning oil and gas mineral royalties and overriding royalty interests with primary operations in the Permian Basin, Eagle Ford Shale and Appalachia. WOOF INTERMEDIATE: S&P Cuts ICR to 'SD' on Distressed Debt Exchange ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Woof Intermediate Inc. (Wellness Pet) to 'SD' (selective default) from 'CCC'. S&P also lowered its issue-level rating on its first-lien term loan to 'D' from 'CCC' and its rating on its second-lien term loan to 'D' from 'CC'. S&P said, "We expect to reevaluate the company's new capital structure over the near-term and raise the issuer credit rating to the 'CCC' category. "The downgrade follows Wellness Pet's announced debt restructuring that we view as distressed. On May 30, 2025, Wellness Pet entered into a new agreement to raise $100 million of new money that will be part of the new first-lien, first-out debt. Consenting first-lien lenders exchanged their existing debt at 80 cents on the dollar for a mix of first- and second-out debt. Financial sponsor, Clearlake received third-out debt at par in exchange for a portion of its existing second lien loans while other consenting second-lien lenders received a mix of cash and second -out debt at 70 cents on the dollar. Remaining lenders that did not participate in the initial exchange are now invited to participate. We view this transaction as distressed and tantamount to a default because the exchanges were completed at a significant discount to par and some lenders now have a junior lien position relative to the newly issued tranche." Wellness Pet announced that: -- The first-lien, first-out tranche will comprise $100 million of new capital provided by participating lenders. In addition, existing first-lien lenders have the option to exchange their existing debt at 80 cents on the dollar with a mix of new first-lien, first-out and second-out tranches. -- Second-lien lenders have the option to refinance their existing debt at 70 cents on the dollar with a mix of cash and new first-lien, second-out debt. As such, the second-out tranche will include a combination of existing first- and second-lien lenders. -- The third-out tranches will comprise the rolled-up amounts from the existing second-lien term loan that is not part of the second-out tranche and held by financial sponsor, Clearlake. These amounts will be refinanced at par. -- While these tranches will have a first lien on all non-ABL assets, the second- and third-out tranches will nevertheless be subordinated to the first-out tranche relative to that collateral. -- The final sizes of the three tranches will be determined by existing lenders' decision whether to participate. -- First- and second-lien term loan lenders that elect not to participate will have a reduced claim on collateral, diminishing their recovery prospects. -- The transaction effectively extends the maturities on the senior secured facilities, with all three tranches of the new term loan maturing in December 2029.The first-lien term loan matures in December 20278 and second-lien term loan in December 2028. Wellness Pet will use the proceeds from the new financing with $40 million cash held at the unrestricted subsidiary, Bark Holdco LLC, and $10 million cash balance to repay the cash portion of the existing second-lien term loan exchange, make accrued interest payments, and fund cash to the balance sheet. S&P said, "We plan to reevaluate our ratings on Wellness Pet upon the completion of the transaction to reflect its new capital structure and liquidity position. We believe its weak operating performance and declining liquidity position motivated this transaction. We plan to reassess our ratings on the company, its credit profile, and our recovery ratings based on Wellness Pet's new capital structure once finalized. Our review will focus on the long-term viability of Wellness Pet's capital structure, recent performance, and our forward-looking opinion of its creditworthiness, including its high leverage, high interest burden, and pressured cash flow. "While this transaction will likely improve Wellness Pet's liquidity, we expect difficult operating conditions to persist over the next 12 months, hampering its ability to generate free operating cash flow." X-LASER LLC: Seeks Subchapter V Bankruptcy in Maryland ------------------------------------------------------ On June 7, 2025, X-Laser L.L.C. filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Maryland. According to court filing, the Debtor reports $3,293,527 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About X-Laser L.L.C. X-Laser L.L.C. designs and supplies laser light show systems and related support services for a range of users, from mobile DJs to major entertainment companies like Disney. Since 2007, the Company has offered touring-grade and entry-level laser projectors, including versatile models like the LaserCube and specialty series such as Aurora, along with advanced products like the Radiator and Ether Dream 4. X-Laser also provides training and resources to help clients enhance their live production setups. X-Laser L.L.C. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 25-15178) on June 7, 2025. In its petition, the Debtor reports total Assets of $257,408 and total liabilities of $3,293,527. Honorable Bankruptcy Judge David E. Rice handles the case. The Debtors are represented by Brett Weiss, Esq. at THE WEISS LAW GROUP. ********* 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. 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