Litigation Funding Agreement(s) - 2026 |
3 Months Ended |
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Mar. 31, 2026 | |
| Litigation Funding Agreement(s) - 2026 [Abstract] | |
| Litigation Funding Agreement(s) - 2026 |
Note 10 – Litigation Funding Agreement(s) - 2026
The Company had been considering and evaluating various strategic funding and financing alternatives in order to raise capital. Possible funding alternatives considered have included a variety of sources, including but not limited to litigation funding agreements, offerings of equity or debt securities, loans, or any combination thereof with third parties, existing shareholders of the Company and/or Company management.
In order to provide the necessary
cash resources to continue operations and continue the litigation related to
the 111 West 57th Property, and pay amounts currently owed, on March 2, 2026, the Company and RAB entered into a litigation
funding agreement (the “RAB 2026 LFA”), pursuant to which the Company
and RAB agreed that RAB will provide up to an aggregate initial amount of
$6,000,000 (plus such additional amounts as may be necessary from time to time
and as agreed to by the Company and RAB at such time), (the “Litigation Fund
Amount”). Pursuant to the RAB 2026 LFA the promissory notes between RAB and the
Company outstanding as of March 2, 2026, in the aggregate principal amount of
$4,000,000 (the “RAB Promissory Notes”), are deemed converted to the RAB 2026
LFA. The accrued but unpaid interest on
the RAB Promissory Notes stayed outstanding and will continue to accrue
interest on the same terms as the RAB Promissory Notes as further detailed in Note
9, herein. Additionally, (i) in March 2026, RAB paid the Company $1,000,000
to be used to pay a portion of
outstanding litigation related expenses and (ii) in March 2026, RAB paid
the Company an additional $500,000, and per the RAB 2026 LFA, RAB is committed
to paying the Company an additional $500,000, as needed, to be retained and
used by the Company for working capital needs and certain other litigation
related expenses, including expert witness fees, consulting fees and
disbursements incurred by the Company or reasonably anticipated to be incurred
by the Company. The date that the entire initial litigation funding amount is
received by the Company shall be deemed to be the “Funding Date”.
In consideration for RAB’s commitment to provide the Litigation Fund Amount, the Company shall distribute any and all consideration it actually receives in connection with the 111 West 57th litigations, including an amount in cash equal to the fair market value of any non-cash consideration received, whether by judgment, award, order, settlement or otherwise, including, without limitation, any damages (punitive or otherwise), penalties, or interest (such amounts, collectively, the “Litigation Proceeds”) as follows:
– Twenty-five percent (25%) of all Litigation Proceeds that are in excess of $7,500,000 (the “Preliminary Company Preference Amount”) to RAB, pursuant to the 2019 LFA Amendment. – The remaining seventy-five percent (75%) of all Litigation Proceeds that are in excess of the Preliminary Company Preference Amount, plus the Preliminary Company Preference Amount, to RAB and the Company as follows: ● If and to the extent the Litigation Proceeds are received after the Funding Date but on or before September 30, 2026: (x) first, to RAB until the aggregate amount received by RAB hereunder equals the sum of the Litigation Fund Amount plus an amount equal to fifty percent (50%) of the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company; and
●
If and to the extent the Litigation Proceeds are received after September 30, 2026 but on or before the twelve (12) month anniversary of the Funding Date: (x) first, to RAB until the aggregate amount received by RAB hereunder equals the sum of the Litigation Fund Amount plus one (1) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company.
● If and to the extent the Litigation Proceeds are received after the twelve (12) month anniversary of the Funding Date but on or before the twenty four (24) month anniversary of the Funding Date: (x) first, to RAB until the aggregate amount received by RAB hereunder equals the sum of the Litigation Fund Amount plus one and one-half (1.5) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company. ● If and to the extent the Litigation Proceeds are received after the twenty-four (24) month anniversary of the Funding Date: (x) first, to RAB until the aggregate amount received by RAB hereunder equals the sum of the Litigation Fund Amount plus one and eight tenths (1.8) times the aggregate Litigation Fund Amount, and (y) then, the remaining Litigation Proceeds, if any, to the Company. The Company also had a note payable to BARC Investments LLC (“BARC”) of $2,000,000 plus accrued interest (the “2024 BARC Note”). Pursuant to the 2024 BARC Note, the amounts due BARC, at its option, could be converted into a litigation funding agreement pari-passu with other litigation funding entity(ies). In order to allow the Company to use its existing working capital and the proceeds of the Litigation Fund Amount (as defined in the LFA agreements) to be provided by other Funders to finance the Company’s continued expenses with respect to the Future Recovery Litigation, rather than be required to apply or reserve such working capital and proceeds for repayment of the 2024 BARC Note, in March 2026, BARC exercised its option under the 2024 BARC Note and the Company and BARC have entered into an agreement (the “BARC 2026 LFA”) pursuant to which BARC converted the $2,000,000 principal amount of the 2024 BARC Note, (plus such additional amounts as may be necessary from time to time and as agreed to by the Company and BARC at such time), into a right to receive Litigation Proceeds on terms pari-passu with those provided under the RAB 2026 LFA. The accrued but unpaid interest on the 2024 BARC Note stayed outstanding and will continue to accrue interest on the same terms as the 2024 BARC Note as further detailed in Note 8, herein.
As part of the RAB 2026 LFA and the BARC 2026 LFA, the Company shall distribute any consideration it actually receives in connection with the 111 West 57th Litigations in accordance with the terms of the RAB 2026 LFA and BARC 2026 LFA. The terms of the RAB 2026 LFA and BARC 2026 LFA will therefore further reduce the Company’s share of any future litigation proceeds.
The RAB 2026 LFA and the BARC 2026 LFA also contain customary representations and warranties and agreements of the parties and customary indemnification rights and obligations of the parties. The foregoing description(s) of the RAB 2026 LFA and the BARC 2026 LFA are qualified entirely by reference to the agreements, a copy of the RAB 2026 LFA and the BARC 2026 LFA were filed as an exhibit to the Company’s previously filed reports with the Securities and Exchange Commission and are incorporated herein by reference.
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