8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2019

OREXIGEN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33415	65-1178822
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA		92037
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 875-8600

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

As previously reported, on March 12, 2018, Orexigen Therapeutics, Inc. (the “Company”) filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 18-10518).

On January 30, 2019, the Company filed its monthly operating report with the Bankruptcy Court for the reporting period of December 1 to December 31, 2018 (the “Monthly Operating Report”), a copy of which is attached hereto as Exhibit 99.1.

Cautionary Statements Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also relates to periods which are different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 process will be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 process. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. We often use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions to identify forward-looking statements. All statements contained in this Current Report and exhibits hereto that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report and exhibits hereto should be considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 filings on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process, the effect of the Chapter 11 filings or related asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process and the timing or amount of any distributions to the Company’s stakeholders. Many of such factors relate to events and circumstances that are beyond the Company’s control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this Current Report or exhibits hereto.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Additional Information regarding the Chapter 11 Case

Additional information about the Chapter 11 process and asset sale, as well as other documents related to the restructuring and reorganization proceedings, is available through the Company’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/orexigen. Information contained on, or that can be accessed through, such web site or the Bankruptcy Court’s web site is not part of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Monthly Operating Report, dated January 29, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OREXIGEN THERAPEUTICS, INC.
Date: February 5, 2019	By:	/s/ Thomas P. Lynch
	Name:	Thomas P. Lynch
	Title:	Chief Administrative Officer, General Counsel, President, Secretary and Treasurer

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case.

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached	Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	X
Schedule of Disbursements by Debtor Entity	MOR-1a	X
Schedule of Debtor Bank Account Balances	MOR-1b	X
Schedule of Professional Fees and Expenses Paid	MOR-1c	X
Copies of bank statements					Certification Attached
Cash disbursements journals					Certification Attached
Bank reconciliation					Certification Attached
Statement of Operations	MOR-2	X
Balance Sheet	MOR-3	X
Status of Postpetition Taxes					Certification Attached
Copies of IRS Form 6123 or payment receipt					Certification Attached
Copies of tax returns filed during reporting period					Certification Attached
Summary of Unpaid Postpetition Debts
Summary of Unpaid Post Petition Accounts Payables	MOR-4	X
Accounts Receivable Aging	MOR-5	X
Debtor Questionnaire	MOR-5	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Thomas P. Lynch	29 JANUARY 2019
Signature of Authorized Individual*	Date
Thomas P. Lynch	Chief Administrative Officer & General Counsel
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

Notes:

The last four digits of Debtor’s federal tax identification number are (8822). The Debtor’s mailing address for purposes of this chapter II case is 3344 North Torrey Pines Court, Suite 200, La Jolla, CA, 92037.

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

CERTIFICATION REGARDING POST-PETITION BANK ACCOUNT

RECONCILIATIONS, CASH DISBURSEMENT JOURNALS AND

COMPLIANCE AND PAYMENT OF POST-PETITION TAXES

I, Thomas Lynch, Chief Administrative Officer & General Counsel, of Orexigen Therapeutics, Inc. (the “Debtor”) hereby certify the following:

1. Attached to MOR-1 is a listing of the Debtor’s bank accounts, by account number, and the opening and closing balances. These accounts are reconciled monthly in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.

2. Cash disbursement journals are maintained in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.

3. To the best of my knowledge and belief, the Debtor is current on all post-petition taxes, and no post-petition tax amounts are past due.

/s/ Thomas P. Lynch	29 JANUARY 2019
Thomas P. Lynch	Date
Chief Administrative Officer & General Counsel

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

Notes to Monthly Operating Report

Debtor in Possession Financial Statements

The financial statements and supplemental information presented in this Monthly Operating Report (“MOR”) have been prepared using the Debtor’s books and records solely to comply with the monthly reporting requirements under the United States Bankruptcy Code and those of the United States Trustee for Region Three.

The financial statements and supplemental information presented herein are unaudited, preliminary in nature, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects. These preliminary unaudited financial statements and other information represent the Debtor’s good faith attempt to comply with the requirements of the United States Bankruptcy Code and those of the United States Trustee using the resources available. This information is limited in scope to the requirements of this report.

These preliminary unaudited financial statements have not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtor believes that the financial information could be subject to changes, which could be material. Certain totals may not sum due to rounding.

All related tax implications are not currently reflected in the preliminary unaudited financial statements herein. The financial impact of potential tax and other adjustments on the accompanying preliminary unaudited financial statements cannot be determined at this time.

There may be adjustments to the opening balance sheet as of March 12, 2018 that will impact these accompanying preliminary unaudited financial statements. ASC 805 permits a one-year measurement period in which the opening balance sheet can be adjusted if additional information becomes available.

Liabilities Subject to Compromise

As a result of the commencement of the Debtor’s chapter 11 case, the payment of certain prepetition indebtedness of the Debtor is subject to compromise or other treatment under a plan of reorganization.

Reorganization Items

ASC 852 requires expenses and income directly associated with the Debtor’s chapter 11 cases to be reported separately in the income statement as reorganization items. Reorganization items include expenses related to legal advisory and representation services, and other professional consulting and advisory services. Reorganization costs also include adjustment to record debt at the estimated amount of the claim and an estimate of the loss on sale of assets which is pending a valuation.

Litigation

The Debtor is subject to lawsuits and claims that arise out of its operations in the normal course of business. Prior to the petition date, the Debtor was the defendant to various legal proceedings, described in detail in the most recent publicly filed financial statements, which are stayed during the course of the chapter 11 bankruptcy proceedings.

There are uncertainties inherent in any litigation and appeal and the Debtor cannot predict the outcome. At this time the Debtor is unable to estimate possible losses or ranges of losses that may result from such legal proceedings described in detail in the most recent publicly filed financial statements, and it has not accrued any amounts in connection with such legal proceedings in the financial statements herein, other than attorney’s fees accrued prior to the petition date.

Sale Transaction

On April 23, 2018, the Debtor entered into an asset purchase agreement with Nalpropion Pharmaceuticals, Inc. (the “Buyer”) for the sale of substantially all of its assets through section 363 of the Bankruptcy Code. This transaction was subsequently approved by the Bankruptcy Court on June 28, 2018. On July 27, 2018, the Debtor closed the sale and transferred substantially all of its assets to the Buyer. As part of the sale, the Debtor entered into a transition services agreement for the post-closing period through the effective date of a Plan of Liquidation. The Debtors are currently in discussions with their stakeholders to develop and file a Plan of Liquidation in the near term.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 1

Consolidated Schedule of Cash Receipts and Disbursements ⁽¹⁾

For the Period: December 1, 2018 - December 31, 2018

(Unaudited)

$ USD ‘000s	December 1, 2018 - December 31, 2018			Cumulative Since Filing
Beginning Cash Balance (Book)	$	27,950		$	21,372
Receipts
Operating Receipts		—			64,084
Miscellaneous Receipts		74			71,301
Total Receipts		74			135,385
Operating Disbursements
Payroll & Benefits / Contractors		(42	)		(17,003	)
Inventory		—			(4,981	)
Manufacturing and Logistics		—			(205	)
Gross to Net Disbursements		—			(36,451	)
Marketing / Commercial Operations		—			(16,236	)
Ordinary Course Professionals		(144	)		(1,133	)
Rent / Facilities / Equipment		—			(564	)
Insurance		(76	)		(440	)
IT / Utilities		—			(376	)
Regulatory and Compliance		—			(634	)
Other G&A		(93	)		(1,402	)
Total Operating Disbursements		(356	)		(79,426	)
Operating Cash Flow		(282	)		55,959
Reorganization Costs
DIP Loan Interest and Fees		—			(44,480	)
US Trustee Fees		—			(621	)
Restructuring Professional Fees		(509	)		(10,511	)
Total Reorganization Costs		(509	)		(55,611	)
Total Disbursements	$	(865	)	$	(135,037	)
Lender Professional Fees		(233	)		(2,393	)
Net Cash Flow	$	(1,024	)	$	(2,046	)
DIP Draw - Cash		—			7,600
Ending Cash Balance (Book)	$	26,926		$	26,926

Notes:

(1) The Schedule of Cash Receipts and Disbursements is presented on a book basis.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 1a

Schedule of Disbursements by Debtor Entity ⁽¹⁾

For the Period: December 1, 2018 - December 31, 2018

(Unaudited)

$ USD ‘000s Debtor	December 1, 2018 - December 31, 2018		Cumulative Since Filing
Orexigen Therapeutics, Inc.	$	1,098	$	137,431
Total	$	1,098	$	137,431

Notes:

(1) The Schedule of Disbursements is presented on a book basis.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 1b

Schedule of Debtor Bank Account Balances ⁽¹⁾

For the Period: December 1, 2018 - December 31, 2018

(Unaudited)

$ USD ‘000s Debtor	Bank	Last Four Digits Account No.		Account Description	Beginning Balance 12/1/2018		Ending Balance 12/31/2018
Orexigen Therapeutics, Inc.	Silicon Valley Bank		6813	General checking	$	—	$	—
Orexigen Therapeutics, Inc.	Silicon Valley Bank		1180	Zero-balance lockbox		—		—
Orexigen Therapeutics, Inc.	Silicon Valley Bank		3036	Sweep account		28,155		26,927
Orexigen Therapeutics, Inc.	Silicon Valley Bank		5177	Collateral		100		100
Total Bank Account Balances					$	28,255	$	27,027

Notes:

(1) The Consolidated Schedule of Cash Receipts and Disbursements (MOR-1) and Schedule of Disbursements by Debtor Entity (MOR-1a) represent book balances while MOR-1b represents bank balances. The balances differ primarily due to the bank’s delayed recording of intrabank activity between the general checking and sweep accounts.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 1c

Schedule of Professional Fees and Expenses Paid

For the Period: December 1, 2018 - December 31, 2018

(Unaudited)

Month Ended 12/31/18

Cumulative Since Filing

Payee

Category

Payor

Date

Period Covered

Fees

Expenses

Fees

Expenses

Retained Professionals

Hogan Lovells US LLP

Debtor Counsel

Orexigen Therapeutics, Inc.

12/21/2018

3/12/2018 - 10/31/2018

$

186,116

$

3,437

$

2,375,897

$

27,087

Morris, Nichols, Arsht & Tunnell LLP

Debtor Local Counsel

Orexigen Therapeutics, Inc.

12/17/2018

3/12/2018 - 8/31/2018

46,353

369

768,326

18,605

Ernst & Young, LLP

Debtor Financial Advisor

Orexigen Therapeutics, Inc.

3/12/2018 - 8/31/2018

1,903,234

113,520

Perella Weinberg Partners

Debtor Investment Banker

Orexigen Therapeutics, Inc.

3/12/2018 - 7/27/2018

3,411,713

3,600

Irell & Manella LLP

Committee Counsel

Orexigen Therapeutics, Inc.

3/12/2018 - 8/31/2018

659,730

1,671

Berkeley Research Group LLC

Committee Financial Advisor

Orexigen Therapeutics, Inc.

3/27/2018 - 8/31/2018

240,358

2,102

Elliott Greenleaf, P.C.

Committee Local Counsel

Orexigen Therapeutics, Inc.

3/27/2018 - 8/31/2018

96,864

481

Kurtzman Carson Consultants LLC

Claims Agent

Orexigen Therapeutics, Inc.

12/17/2018

3/12/2018 - 10/31/2018

239,204

434,820

167,920

Landis Rath & Cobb LLP

Debtor Conflict Counsel

Orexigen Therapeutics, Inc.

12/17/2018

6/14/2018 - 10/31/2018

32,561

1,009

178,871

54

Other Restructuring Professionals

Wilmington Trust, National Association

DIP Administrative Agent

Orexigen Therapeutics, Inc.

3/12/2018 - 7/31/2018

$

51,600

$

—

Arnold & Porter Kaye Scholer LLP

DIP Administrative Agent Counsel

Orexigen Therapeutics, Inc.

3/12/2018 - 7/27/2018

131,889

1,034

Quinn Emanuel Urquhart & Sullivan, LLP

DIP Lenders Counsel

Orexigen Therapeutics, Inc.

12/21/2018

3/12/2018 - 11/30/2018

24,708

1,023,973

12,140

Brown Rudnick LLP

DIP Lender Counsel

Orexigen Therapeutics, Inc.

2/15/2018 - 5/31/2018

147,048

1,497

Whiteford Taylor Preston

DIP Lenders Local Counsel

Orexigen Therapeutics, Inc.

12/17/2018

3/12/2018 - 10/31/2018

20,004

223,257

2,141

U.S. Bank, N.A.

Indenture Trustee

Orexigen Therapeutics, Inc.

12/21/2018

3/1/2018 - 10/31/2018

188,584

820,605

3,040

Duane Morris

DIP Administrative Agent Secondary Counsel

Orexigen Therapeutics, Inc.

4/10/2018 - 7/27/2018

17,609

—

Total

$

737,530

$

4,815

$

12,485,793

$

354,892

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 2

Statement of Operations

For the Period: December 1, 2018 - December 31, 2018

(Unaudited)

$ USD ‘000s	December 1, 2018 - December 31, 2018			March 12 - December 31, 2018
Net product sales(1)	$	—		$	28,050
Cost of product sales(1)		—			(6,367	)
Operating expenses:
Research and development(1)		—			(2,802	)
Selling, general and administrative(1)		(175	)		(33,300	)
Amortization expense of intangible assets		—			(2,987	)
Total operating expenses		(175	)		(39,090	)
Loss from operations		(175	)		(17,408	)
Other income/(expense):
Interest income		48			919
Refundable tax credit(2)		—			—
Interest expense(1)		—			(63	)
Total other income (expenses)		48			856
Net loss		(127	)		(16,551	)
Reorganization expenses(3)		898			(314,263	)
Net gain/(loss)	$	771		$	(330,815	)

Notes:

(1) On July 27, 2018 the Debtor closed the sale and transferred substantially all of its assets to the Buyer. Activity in these accounts was the result of prior period accruals being trued up.

(2) Refundable tax credit includes refundable alternative minimum tax as created by the Tax Cuts and Jobs Act. As the result of an audit, the income has been reclassed to 2017.

(3) Reorganization expenses include the loss on sale of assets as well as the write up of the notes to the principle balance, the elimination of the debt discount and debt costs related to the 2013 debt. The loss on sale of assets is not final and pending the completion of a valuation of the non-debtor subsidiaries.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR - 3

Balance Sheet

(Unaudited)

	Orexigen Therapeutics, Inc.
$ USD ‘000s	As of March 11, 2018		As of December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	21,372	$	26,926
Accounts receivable, net		19,203		—
Inventory		8,857		—
Prepaid expenses and other current assets		6,868		6,599
Intercompany receivable(1)		93,353		—
Total current assets		149,653		33,525
Non-current assets:
Property and equipment, net		543		—
Investment in Subsidiary(1)		19,000		—
Intangible assets		66,566		—
Other long-term assets		588		1,252
Restricted cash		100		100
Total assets	$	236,450	$	34,877
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable (2)		925		691
Accrued expenses		3,921		1,647
Total current liabilities:		4,846		2,338
Total liabilities not subject to compromise		4,846		2,338
Total liabilities subject to compromise		110,381		243,159
Series Z preferred stock		3,343		—
Stockholders’ equity (deficit)		117,880		(210,619	)
Total liabilities and stockholders’ equity (deficit)	$	236,450	$	34,877

Notes:

(1) Investment in Subsidiary $19m reclassed from Intercompany Receivable at March 11, 2018 to properly align for reporting.

(2) Accounts payable excludes all liabilities assumed by the purchaser under the terms of the Asset Purchase Agreement.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR-4

Summary of Unpaid Post Petition Accounts Payables

As of December 31, 2018

(Unaudited)

$ USD ‘000s
					Number of Days Past Due
Post Petition Accounts Payable Aging	Current		0-30		31-60		61-90		Over 90		Total
Post-Petition Accounts Payable (1)	$	691	$	—	$	—	$	—	$	—	$	691
	$	691	$	—	$	—	$	—	$	—	$	691

Notes:

(1) The above figures represent post petition trade payables recorded in the Debtors’ subledger.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: December 1, 2018 - December 31, 2018

MOR-5

Accounts Receivable Aging

As of December 31, 2018

(Unaudited)

$ USD ‘000s

Accounts Receivable Aging

Current

0-30 Days

31-60 Days

61-90 Days

91 Days +

Total

Accounts Receivable, net

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

$

—

Debtor Questionnaire

Must be completed each month	Yes	No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3. Have all post petition tax returns been timely filed? If no, provide an explanation below.	X
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.	X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X