TREX WIND-DOWN, INC.: going-concern / distress — Timber Pharmaceuticals files Chapter 11, agrees to sell assets to LEO Pharma for $14.35M

In connection with the Purchase Agreement, on November 17, 2023, prior to the filing of the Chapter 11 case, the Company and Parent have also agreed to enter into a debtor-in-possession credit facility (the “DIP Credit Facility”) pursuant to a debtor-in-possession credit agreement (the “DIP Credit Agreement”), in substantially the form attached hereto as Exhibit 10.2, to fund the Chapter 11 case in the amount of $13.9 million (plus outstanding interest under the Bridge Loan Agreement referenced below)

On November 17, 2023, the Company and its affiliates, Timber Pharmaceuticals LLC (“Timber LLC”) and BioPharmX Inc. (“BioPharmX”, and together with the Company and Timber LLC, collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Company and its affiliates (which cases the Company will be asking the Bankruptcy Court to jointly administer under Case No. 23-11878, hereafter, the "Chapter 11 Case").

On November 14, 2023, the Board approved the appointment of Jeffrey T. Varsalone, of VRS Restructuring Services, LLC, as the Chief Restructuring Officer (“CRO”) of the Company.

The proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger was approved by a majority of the votes cast.

The matters voted on at the Special Meeting were: (1) to adopt the Merger Agreement; (2) to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger; and (3) to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof.

The proposal to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof, was approved by a majority of the votes cast.