NOTICE OF PUBLIC UCC ARTICLE 9 FORECLOSURE – PUBLIC SALE of substantially all assets and personal property of Encore Dermatology, Inc., a Delaware corporation

PLEASE TAKE NOTICE that on January 21, 2021, at 1:00 p.m. (EST), a public sale (the “Public Sale”) shall be conducted of the assets and personal property of Encore Dermatology, Inc. (the “Debtor”), as described on Schedule “A” below (the “Collateral”).

The Public Sale will be conducted via video conference on:
United States: +1 (571) 317-3122
Access Code: 287-859-949

PLEASE TAKE FURTHER NOTICE that the Public Sale is being conducted by Rock Creek Advisors, as agent (the “Agent”) for PennRx Ventures, LLC (the “Secured Party”) to enforce the rights and remedies of Secured Party to sell the Collateral under applicable commercial law and the Venture Loan and Security Agreement and related Secured Promissory Notes and other loan documents (collectively, the “Loan Documents”), pursuant to which the Debtor is indebted to the Secured Party in an amount of no less than $15,674,209.

The Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Secured Party or for which the Secured Party is entitled by contract to bid.  Please be advised that Secured Party, and any assignees of the Secured Party, reserve their right to credit bid, and may credit bid, at the public sale of the Collateral.

There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition.

To be a qualified bidder, a prospective bidder must, on or before 5:00 p.m. (EST) on January 19, 2020, both: (i) contact Agent at the e-mail address or phone number below and provide the Agent with current contact information and such adequate assurances of bidder’s ability to perform as the Secured Party may reasonably request; and (ii) provide Agent with a refundable cash deposit of five hundred thousand dollars ($500,000) to secure any bids that the bidder may submit at auction. The Secured Party shall not be required to post any such deposit in order to participate in the auction. All deposits of qualified bidders, other than the successful bidder, will be refunded after the auction.

Parties interested in participating at the Public Sale as a “qualified bidder” for the Collateral should contact Agent by e-mail at hlipton@rockcreekfa or by telephone at 917-842-2652 or or by telephone at 845-826-2526.

Schedule A – Collateral 

The “Collateral” shall include rights, titles, interests, claims and demands of Debtor in the following:  (a) contract rights and general intangibles, including goodwill, including all rights, title and interest in the branded dermatology products Impoyz®, Promiseb®, Sernivo® and Trianex®, and any formulations, reformulations or improvements of same (the “Products”), as well as FDA new drug applications together with related registrations, licenses, authorizations, and approvals; (b) all intellectual property, including patents and patent rights, trademarks and trademark rights, trade secrets, licenses, methods, processes, and records; (c) all goods, equipment, inventories, raw materials, work in process and finished products; (d) accounts, contract rights, royalties, license rights, documents, cash, deposit accounts, certificates of deposit, instruments, accounts receivables; and (e) all other personal property of the Debtor, whether tangible or intangible, and proceeds thereof.

The DAQRI Augmented Reality Patent Portfolio Offered For Sale or License

Hilco Streambank, a market leading advisory firm specializing in the sale of intellectual property assets and domain name brokerage, and Rock Creek Advisors, LLC, an advisory firm, with extensive expertise in turnarounds, financial advisory and liquidations, are marketing for sale the patent portfolio and certain related assets of a leader in professional grade augmented reality (“AR”) hardware and software technology.

Read the full announcement here:

Most Common Types of Business Bankruptcy

When a company is failing and its business operations can no longer satisfy its debts and obligations it will often seek Bankruptcy protection in order to handle its outstanding liabilities. Bankruptcies allow companies to restructure or satisfy debts under the protection and oversight of a Bankruptcy court. While there are several different types of Bankruptcy filings, we’ve outlined below some of the most common paths that troubled businesses choose.

Chapter 7: Liquidation

In a Chapter 7 Bankruptcy, the court will appoint a Trustee to oversee the liquidation of all the business’s assets. Once all of the assets have been liquidated, creditors may file a claim and receive a share of the liquidation proceeds. Chapter 7 is typically used when a business has no viable path forward and culminates in the business entity being dissolved.

Chapter 11: Reorganization

Chapter 11 Bankruptcy is best suited for companies who do have a viable path forward after implementing a Plan of Reorganization. In Chapter 11 Bankruptcy, a court-appointed Trustee will oversee and implement a Plan of Reorganization that stipulates how creditors and debts will be handled. After the reorganization, the entity will continue in business.

Check out our post on “Plan of Reorganization for Chapter 11 Bankruptcy” for more information.

Bankruptcy Alternative: Assignment for the Benefit of Creditors

An Assignment for the Benefit of Creditors (ABC) is not a form of bankruptcy, but rather a state-law alternative to bankruptcy that can offer several benefits to companies looking to liquidate assets in a more cost effective manner in order to satisfy debts. The ABC process involves appointing an Assignee who is tasked with liquidating a company’s assets and dispersing the proceeds to creditors. The ABC process is generally completed more quickly, with more control, less expensively, and with more discretion than a traditional Bankruptcy proceeding.

See our earlier post on “3 Benefits of ABCs” for more information.

Receiverships: An Overview

A receivership is a process in which a Receiver is appointed by a Creditor to receive a company’s assets in order to liquidate them so that the Creditor can recoup the value of those assets. If a company has utilized an asset as collateral for a loan, that asset is eligible to be liquidated as part of the receivership.

What Are the Responsibilities of a Receiver?

The Receiver is tasked with making decisions that will be in the best interest of the Creditor or Creditors that are owed. They may determine that continuing to operate the company will provide the most value for the creditor, or they may decide that shutting down operations and liquidating the company’s assets is the best course of action. The Receiver may also investigate company practices and executives to determine whether or not they’ve violated any laws, governance guidelines, or agreement terms.

What qualifications does a Receiver need?

One of the most basic qualifications for a Receiver is that they are an impartial third party between the Debtor and Creditor. They should also have expertise in company wind downs and liquidations.

What are the benefits of a Receivership?

The primary benefit of a receivership lies in the ability to preserve value. In cases where underlying assets are diminishing in value, a receivership transfers control of the asset so that its value is preserved until it can be liquidated. Receiverships also allow for an impartial third-party to evaluate a business’s current state and determine which course of action results in the most value preservation for stakeholders.

Plan of Reorganization in Chapter 11 Bankruptcy: An Overview

When a company wants to restructure its debts, while maintaining business operations, often times it will file for Chapter 11 Bankruptcy in order to establish a plan of paying off creditors. A crucial part of the filing process is submitting a Plan of Reorganization.

What is a Plan of Reorganization?

A plan of reorganization is a comprehensive document, prepared on behalf of a company filing for Chapter 11 Bankruptcy, which outlines how a business plans to repay outstanding debts. This plan outlines exactly how the company plans to repay creditors over a specific period of time.

What are the Elements of a Plan of Reorganization?

The plan of reorganization must detail exactly how each class of creditor will be repaid. The four common creditor classifications are as follows:

  • Secured Creditors
  • Priority Unsecured Creditors
  • General Unsecured Creditors
  • Equity Security Holders

When do you file your Plan of Reorganization?

You have 120 days after filing your motion for relief to file your plan of reorganization (this can be extended by up to 18 months if the court approves). After the 120 day exclusivity period expires, creditors or a court appointed trustee can file competing plans of reorganization.

What happens after you file your Plan of Reorganization?

Once you file your plan of reorganization, impaired creditors (those creditors who will receive less than their full claim value) have to vote for or against your plan. Creditors may also file a competing plan of reorganization. The court will then weigh each proposal against the best interests of creditors and stakeholders.

When is the Plan of Reorganization confirmed?

As long as there are no objections to your plan of reorganization, a confirmation hearing will be held. If the court decides that your presented plan is feasible, equitable, and in the best interest of creditors and stakeholders, they will confirm the plan of reorganization.

Assignment for the Benefit of Creditors: 3 Benefits

An Assignment for the Benefit of Creditors (ABC) is a state-law alternative to Bankruptcy that has been growing in popularity among business owners seeking to dissolve a company. The process involves an appointed Assignee who is tasked with liquidating the insolvent company’s assets and dispersing the proceeds to creditors and relevant stakeholders.

While there are some similarities between a traditional Bankruptcy and an Assignment for the Benefit of Creditors, there are several distinct and significant benefits that have more and more businesses opting for an Assignment for the Benefit of Creditors.


One of the largest benefits of an ABC is the control that it offers the business owner. While bankruptcy requires a Court appointed Trustee to liquidate assets, an ABC allows the business owner to select a qualified Assignee to liquidate the business’s assets.

This results in a much more efficient liquidation process, and allows the business owner to select an Assignee with domain or industry experience that can garner top dollar for the business’s assets.


Since an ABC requires few (if any) court proceedings, the process can typically be completed much more quickly and efficiently than filing for Bankruptcy. This is particularly beneficial when assets need to be liquidated quickly in order to preserve the asset’s value.

Dissolving a company as quickly as possible through an ABC also leads to an overall less expensive liquidation process than with a traditional bankruptcy.

Lower Visibility

Liquidating a company through an Assignment for the Benefit of Creditors is almost always completed more discreetly than a bankruptcy proceeding. Since an ABC does not require a traditional Court filing, it allows the insolvent business to decide if, how, and when any public announcements are made.

For more information on whether or not an Assignment for the Benefit of Creditors is right for your business, please reach out to Jim Gansman at 201-315-2521.

Assignment for the Benefit of Creditors: A Brief Overview

When a business faces insolvency, it’s often tasked with liquidating assets in order to pay its creditors. One common way to accomplish this is to file for Chapter 7 Bankruptcy. In a Chapter 7 Bankruptcy the liquidation process is administered by a  Chapter 7 Trustee assigned by a Federal Bankruptcy judge. The Trustee oversees the liquidation of the debtor’s assets, and disburses the proceeds to creditors.

Recently, a state law alternative to bankruptcy has been growing in popularity with business owners seeking to dissolve companies and liquidate assets. Assignment for the Benefit of Creditors, or “ABC” as it is often abbreviated to, has proven to be a viable alternative to a traditional Chapter 7 Bankruptcy filing that can provide several benefits to businesses faced with insolvency.

The primary distinction between these two liquidation methods is who is tasked with the process of liquidating the business’s assets. In a traditional bankruptcy, the Bankruptcy Court appoints a Trustee to liquidate assets. Alternatively, under an ABC, the business owner selects and hires a third-party to liquidate the business’s assets. Under this approach, the business owner transfers all of the business’s assets to the selected Assignee, and the Assignee then liquidates those assets and disperses the proceeds to creditors.

Since an ABC circumvents the need for the lengthy court process involved in a bankruptcy, it often results in a more streamlined, cost-effective, and faster approach to liquidating a business. Furthermore, it allows business owners to choose an Assignee with domain experience and industry knowledge that can obtain a higher price for the business’s assets.

Since ABCs are a state law, rather than federal law, the exact procedures and laws surrounding the process depend on the state the business operates. Choosing which approach is best for your particular business involves many different factors and requires careful examination by a qualified advisor.

For more information reach out to Jim Gansman at 201-315-2521