Debtor: PhysIQ, Inc. (“PhysIQ”), www.physiq.com
PLEASE TAKE NOTICE that, on November 30, 2023, at 10:00 AM (Central Time) at the offices of Foley & Lardner LLP, 321 N. Clark St., Suite 3000, Chicago, IL 60654, a public sale (“Sale”) will be conducted of substantially all of the assets of PhysIQ (including, without limitation, intellectual property, collectively, the “Sale Assets”) pursuant to Part 6 of Article 9 of the Uniform Commercial Code of the State of Delaware (“UCC”) and other applicable law. Access by videoconference may be made available upon request by November 28, 2023. The Sale is being conducted by PhysIQ Lending Group, LLC (“Secured Party”) to enforce its rights as a secured lender pursuant to the Debtor-In-Possession Loan and Security Agreement dated as of January 26, 2023 (the “Agreement”) and related documents (“Loan Documents”). The outstanding principal balance under the Agreement as of October 30, 2023, is not less than $2,204,705, plus accrued interest, fees and expenses.
The Agreement grants Secured Party a security interest in the property described therein as the “Collateral” and defined above as the Sale Assets, including any and all right, title and interest of PhysIQ in and to all of the following, if any, whether owned or existing at the time of execution of the Agreement or acquired or arising thereafter, and wherever located: all accounts; all cash and cash equivalents; all chattel paper; all deposit accounts; all documents; all equipment (including all of PhysIQ’s motor vehicles, tractors and trailers); all fixtures; all general intangibles; all instruments; all intellectual property; all intellectual property licenses; all inventory; all investment property; all letter of credit rights; all records; all causes of action; all other assets and property of PhysIQ now or hereafter in possession of Secured Party and/or in which Secured Party is granted a security interest or other lien pursuant to any Loan Document; and all proceeds of any and all of the foregoing, as the foregoing terms are defined in the UCC to the extent not defined in the Agreement. The Sale Assets include intellectual property registered in the name of PhysIQ with the US PTO.
The Sale shall be in “bulk” (i.e., one combined lot) and the Sale Assets shall be sold in their present condition and, as to any tangible personal property at its current physical location, unless Secured Party advises of a different location prior to or at the time of the commencement of the Sale, without recourse or warranty. Secured Party intends to sell the Sale Assets to the highest or otherwise best qualified bidder at the Sale. The Sale will be for cash or credit against outstanding indebtedness under the Loan Documents, and subject to commercially reasonable bid procedures and other requirements established by Secured Party, which will be available upon request. Secured Party reserves the right to credit bid for the Sale Assets and to modify the terms, conditions or procedures for the Sale, withdraw any portion of the Sale Assets from the Sale or continue the Sale to any future date for any reason, in Secured Party’s discretion.
THE SALE ASSETS ARE BEING SOLD ON AN “AS IS AND WHERE IS” BASIS, THERE ARE NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESSED OR IMPLIED) OF ANY KIND IN THIS SALE AND SUCH SALE IS WITHOUT RECOURSE TO SECURED PARTY OR ANY OTHER PERSON ACTING FOR OR ON BEHALF OF SECURED PARTY. WITHOUT LIMITING THE FOREGOING, THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE, AND THERE IS NO WARRANTY OF COMPLETENESS OR ANY WARRANTY AS TO THE VALIDITY OF THE TRADEMARKS OR OTHER INTELLECTUAL PROPERTY OR THE FITNESS FOR PARTICULAR PURPOSE, QUALITY, VALUE OR MERCHANTABILITY OF ANY OF THE SALE ASSETS. SECURED PARTY MAKES NO RESPRESENTATION WITH RESPECT TO ANY INFORMATION THAT MAY BE AVAILABLE ABOUT THE SALE ASSETS (WHETHER PUBLICLY AVAILABLE OR OBTAINED FROM SECURED PARTY OR ANY OTHER SOURCE) AND SECURED PARTY ASSUMES NO RESPONSIBILITY WHATSOEVER FOR THE CONTENTS, ACCURACY, COMPLETENESS OR SUFFICIENCY OF ANY INFORMATION ABOUT THE SALE ASSETS.
Any inquiries regarding the Sale or the Sale Assets should be directed to Mark Radtke at [email protected] no later than November 27, 2023, at 4:00 PM (Central Time).
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