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Receipt number A17513185. Fee amount 200.00. (Re: Doc # 105) (U.S. Treasury)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/463722795/","id":463722795,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478877780/","id":478877780,"tags":[],"absolute_url":"/docket/71301647/108/iovate-health-sciences-international-inc/","date_created":"2026-05-12T05:32:39.645012-07:00","date_modified":"2026-06-12T03:03:58.816843-07:00","sha1":"787f8ed2a076ffe88cbb41b22dc3778fddd70595","page_count":27,"file_size":632503,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.108.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.108.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"25-11958-mg         Doc 108        Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                               Pg 1 of 27\n\n\n\nUNITED STATES BANKRUPTCY COURT\nSOUTHERN DISTRICT OF NEW YORK\n-----------------------------------------------------------------------x\nIn re:                                                                     FOR PUBLICATION\n\n        IOVATE HEALTH SCIENCES                                             Chapter 15\n        INTERNATIONAL INC., et al.,\n                                                                           Case No. 25-11958 (MG)\n\n                                Debtors in a Foreign Proceeding\n-----------------------------------------------------------------------x\n\n MEMORANDUM OPINION GRANTING FOREIGN REPRESENTIVE\u2019S MOTION (I)\n    RECOGNIZING AND ENFORCING THE REVERSE VESTING ORDER; (II)\n                 APPROVING THE TRANSFER OF THE\n  DEBTORS\u2019 EXCLUDED PROPERTY; AND (III) GRANTING RELATED RELIEF\n\nA P P E A R A N C E S:\n\nPACHULSKI STANG ZIEHL & JONES LLP\nCounsel to the Foreign Representative\n1700 Broadway, 36th Floor\nNew York, New York 10019\nBy:   Steven W. Golden, Esq.\n      Mary F. Caloway, Esq. (admitted pro hac vice)\n\nMARTIN GLENN\nCHIEF UNITED STATES BANKRUPTCY JUDGE\n\n\n        Pending before the Court is Iovate Health Sciences International\u2019s (\u201cIovate\u201d), in its\n\ncapacity as the authorized foreign representative (the \u201cForeign Representative\u201d), Motion for\n\nEntry of an Order: (I) Recognizing and Enforcing the Approval and Reverse Vesting Order; (II)\n\nApproving the Transfer of the Debtors\u2019 Excluded Property; and (III) Granting Related Relief\n\n(the \u201cMotion,\u201d ECF Doc. # 91). Two declarations are filed in support of the Motion \u2013 (1) the\n\nDeclaration of Noah Goldstein (\u201cGoldstein Decl.,\u201d ECF Doc. # 92) and (2) the Declaration of\n\nMichael De Lellis (\u201cDe Lellis Decl.,\u201d ECF Doc. # 93).\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34              Main Document\n                                          Pg 2 of 27\n\n\n\n       The Motion seeks entry of an order that (a) recognizes and enforces the Ontario Superior\n\nCourt of Justice\u2019s (the \u201cCanadian Court\u201d) Approval and Reverse Vesting Order (the \u201cReverse\n\nVesting Order\u201d ECF Doc. # 99 Ex. A) approving the Subscroption Agreement dated April 2,\n\n2026 (the \u201cSubscription Agreement,\u201d Goldstein Decl. Ex. C) between Xiwang Iovate Holdings\n\nCompany Limited (\u201cIovate Holdings\u201d) and 1001542267 Ontario Inc. (the \u201cPurchaser\u201d) and the\n\nrelated transactions contemplated by the Subscription Agreement (the \u201cTransaction\u201d); and\n\napproving under sections 363, 1520, and 1521 of the Bankruptcy Code the transfer Iovate, Iovate\n\nHealth Sciences U.S.A. Inc. (\u201cIovate US\u201d), and Northern Innovations Holding Corp. (\u201cNorthern\n\nInnovations\u201d and, together with Iovate and Iovate US, the \u201cChapter 15 Debtors\u201d) right, title, and\n\ninterest in and to certain \u201cexcluded\u201d United States assets, contracts, and liabilities to a newly-\n\nformed corporation (\u201cResidualCo\u201d) pursuant to the Reverse Vesting Order, as well as related\n\nrelief. (Motion at 1-2.)\n\n                                     I.    BACKGROUND\n\n       A. Case Background\n\n       On September 5, 2025, the Chapter 15 Debtors and associated debtors (the \u201cCanadian\n\nDebtors\u201d) commenced a proceeding under Canada\u2019s Bankruptcy and Insolvency Act (R.S.C.\n\n1985, c. B-3) (as amended, the \u201cBIA\u201d). (Motion \u00b6 3.) Upon the grant of an order from the\n\nCanadian Court approving the proceeding and permitting Iovate to act as the Foreign\n\nRepresentative, the Foreign Representative commenced this Chapter 15 case on September 9,\n\n2025. (Id. \u00b6\u00b6 4-5.)\n\n       While initially proceeding under the BIA, the Canadian Debtors soon sought to convert\n\nthe BIA proceeding into a proceeding under the Canadian Companies\u2019 Creditors Arrangement\n\nAct, R.S.C. 1985, c. C-36 (as amended, the \u201cCCAA\u201d). (Id. \u00b6 6.) The Canadian Court issued an\n\n\n\n                                                  2\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34            Main Document\n                                          Pg 3 of 27\n\n\n\norder on October 31, 2025, granting the Canadian Debtors\u2019 Motion to convert the proceeding\n\nunder the CCAA (the \u201cCCAA Proceeding\u201d), appointing KSV Restructuring Inc. (\u201cKSV\u201d or the\n\n\u201cMonitor\u201d) as the Monitor, and Iovate remained the Foreign Representative. (Id. \u00b6 7.) This\n\nCourt, after initially granting provisional relief to the Chapter 15 Debtors under the BIA\n\nproceeding (ECF Doc. # 20), later recognized the CCAA Proceeding (\u201cCCAA Recognition\n\nOrder,\u201d ECF Doc. # 86). (Id. \u00b6 8.)\n\n       B. The Sale Process\n\n       The Canadian Court granted an order approving a sale and investment solicitation process\n\n(the \u201cSISP\u201d) to be conducted by the Monitor with assistance of the Canadian Debtors and Origin\n\nMerchant partners as sales agent (the \u201cSales Agent\u201d). (Goldstein Decl. \u00b6 4.) The Canadian\n\nCourt later granted an order giving the Monitor enhanced power to supervise and manage the\n\nCanadian Debtors\u2019 business to ensure a fair administration of the CCAA proceeding and SISP.\n\n(Id. \u00b6 5.) The enhanced powers granted to the Monitor enabled them to exercise any powers that\n\ncould be properly exercised by a board of debtors of the Canadian Debtors.\n\n       The Monitor conducted the SISP in two phases (\u201cPhase 1\u201d and \u201cPhase 2\u201d, respectively).\n\n(Id. \u00b6 7.) The Monitor, with the assistance of the Sales Agent, determined the following SISP\n\nmilestones:\n\n SISP Commencement                                   November 13, 2025\n Court approval of SISP                              November 28, 2025\n Phase 1 Bid Deadline                                February 4, 2026\n Phase 1 Bid Assessment and                          February 11, 2026\n Notification (if any)\n Phase 2 Qualified Bid Deadline (if                  March 20, 2026\n applicable)\n Auction (if applicable)                             March 27, 2026\n Selection of Successful Bid                         April 1, 2026\n Approval Order Hearing                              April 15, 2026\n Outside Date                                        June 17, 2026\n\n\n                                                 3\n\f25-11958-mg           Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34                    Main Document\n                                              Pg 4 of 27\n\n\n\n(Id.) The Monitor received ten (10) letters of intent by the Phase 1 Bid Deadline; from these\n\nletters the Sales Agent received four (4) offers with only two (2) in the form as required by the\n\nSISP. (Id. \u00b6\u00b6 9, 11.) On April 1, 2026, the Monitor and Sales Agent selected the bid submitted\n\nby the Purchaser to be implemented pursuant to the Subscription Agreement. (Id. \u00b6 12.) The\n\nMonitor determined that the bid from the Purchaser was superior to all other bids submitted. The\n\ntable below summarizes the principal terms of the Subscription Agreement: 1\n\n    Parties                       Xiwang Iovate Holdings Company Limited, as the Company.\n\n                                  1001542267 Ontario Inc., as the Purchaser.\n    Transaction Structure         The Transaction is structured as a reverse vesting transaction\n                                  whereby:\n                                      \u2022 at Closing, the Purchaser will subscribe for and acquire\n                                          100 common shares in the capital of the Company (the\n                                          \u201cPurchased Shares\u201d), free and clear of all Encumbrances\n                                          (other than Permitted Encumbrances);\n                                      \u2022 the Existing Shares and all related plans, agreements,\n                                          options, and rights will be terminated and cancelled for no\n                                          consideration;\n                                      \u2022 the Excluded Assets, Excluded Contracts and Excluded\n                                          Liabilities (collectively, the \u201cExcluded Property\u201d) will be\n                                          transferred to and vested in ResidualCo pursuant to the\n                                          Reverse Vesting Order; and\n                                      \u2022 the Principal Entities (being, the Company, Iovate\n                                          International, Iovate USA, Northern Innovations and\n                                          Iovate Australia)\n    Deposit                       The Purchaser has paid to the Monitor a Deposit representing\n                                  approximately 10% of the Purchase Price.\n    Retained Assets               All assets, properties, Business Intellectual Property, Retained\n                                  Contracts, undertakings and rights of every kind owned by the\n                                  Principal Entities as of Closing, as set forth in Schedule 1.1(cccc)\n                                  to the Subscription Agreement, and not including the Excluded\n                                  Assets.\n    Excluded Assets               Excluded Assets include:\n                                      \u2022 tax records and Books and Records relating to Excluded\n                                          Liabilities;\n                                      \u2022 Excluded Contracts;\n                                      \u2022 the Closing Payment;\n\n1\n        Capitalized terms not otherwise defined are intended to have the meanings ascribed to them in the\nSubscription Agreement.\n\n                                                        4\n\f25-11958-mg      Doc 108   Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                       Pg 5 of 27\n\n\n\n                              \u2022    rights in favor of ResidualCo under the Subscription\n                                   Agreement;\n                               \u2022 assets specifically set forth in Schedule 2.2; and\n                               \u2022 any other assets identified by the Purchaser as Excluded\n                                   Assets no later than two business days before Closing.\n Retained Liabilities      The following liabilities shall be retained by the Principal Entities:\n                               \u2022 all Post-Filing Claims;\n                               \u2022 all Liabilities under the Retained Contracts arising from\n                                   and after Closing;\n                               \u2022 Cure Costs;\n                               \u2022 Tax Liabilities for any period from and after Closing;\n                               \u2022 demand promissory notes owing by the Company to\n                                   Xiwang Foodstuffs (Qingdao) Co., Ltd and Xiwang\n                                   Foodstuffs Co. Ltd. in the aggregate amount of\n                                   approximately US $49 million;\n                               \u2022 certain pre-filing accounts payable as determined by the\n                                   Purchaser; and\n                               \u2022 any other Liabilities identified by the Purchaser as\n                                   Retained Liabilities no later than two business days before\n                                   Closing.\n Excluded Liabilities      Excluded Liabilities (set forth in Schedule 2.4 to the Subscription\n                           Agreement) will be transferred to ResidualCo pursuant to the\n                           Reverse Vesting Order.\n Retained Contracts        The Contracts of the Principal Entities specified in Schedule\n                           1.1(dddd) to the Subscription Agreement.\n Employee Matters          The Company shall cause the applicable Principal Entity to\n                           terminate the employment of each Terminated Employee effective\n                           immediately prior to the Closing Time. The Purchaser may\n                           designate Terminated Employees no later than two (2) days before\n                           Closing.\n \u201cAs is, where is\u201d         The Purchaser will subscribe for and purchase the Purchased\n                           Shares on an \u201cas is, where is\u201d basis.\n Court Approvals           The Transactions are subject to obtaining the following orders:\n                               \u2022 the Reverse Vesting Order; and\n                               \u2022 an Order of this Court in the Chapter 15 Case recognizing\n                                   and giving effect to the Reverse Vesting Order.\n Releases                  Effective at Closing:\n                               \u2022 the Purchaser releases the Monitor and its affiliates,\n                                   officers, directors, employees and advisors from all\n                                   Released Claims; and\n                               \u2022 the Company releases the Purchaser, the Monitor and their\n                                   respective affiliates, officers, directors and advisors from\n                                   all Released Claims.\n Outside Date              May 29, 2026\n Termination               the Subscription Agreement may be terminated:\n\n                                              5\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 6 of 27\n\n\n\n                                  \u2022   by either party if Closing does not occur by the Outside\n                                      Date (provided the terminating party did not cause the\n                                      failure);\n                                  \u2022 by mutual written consent of the parties, with the consent\n                                      of the Monitor;\n                                  \u2022 by either party upon issuance of a Final Order prohibiting\n                                      the Transaction;\n                                  \u2022 by either party upon termination, dismissal or conversion\n                                      of the CCAA Proceeding;\n                                  \u2022 by the Company upon material breach by the Purchaser\n                                      that is not cured within 10 days;\n                                  \u2022 by the Purchaser upon material breach by the Company\n                                      that is not cured within 10 days; and\n                                  \u2022 by either party if the Court declines to grant the Reverse\n                                      Vesting Order or this Court declines to grant the Vesting\n                                      Recognition Order (provided the terminating party did not\n                                      cause such non-approval).\n Use of Proceeds              Per the Ancillary Order, the Monitor is authorized and empowered\n                              to make distributions to the Royal Bank of Canada as agent for a\n                              syndicate of lenders and the Sales Agent in the amount owing\n                              under the Engagement Letter.\n\n(Id. \u00b6 13.) As required by the Purchaser to consummate the Transaction, the Subscription\n\nAgreement is structured as a \u201creverse vesting transaction.\u201d (Id. \u00b6\u00b6 14-15.) This is due to Iovate\n\npossessing multiple licenses to both import goods and sell its products in Canada that cannot\n\notherwise be transferred. (Id.) The reverse vesting structure will therefore effectively allow the\n\nPurchaser to acquire the Chapter 15 Debtor\u2019s business and assets on a \u201cfree and clear\u201d basis\n\nwhile still being able to retain the otherwise untransferable licenses. (De Lilis Decl. \u00b6 6.)\n\n       On April 16, 2026, the Canadian Court held a hearing on the then-pending Reverse\n\nVesting Order and Ancillary Order. As explained in its Endorsement, the Canadian Court\n\ngranted both orders, which approved the Subscription Agreement and the transactions and\n\nreleases within it. (Endorsement \u00b6 6.)\n\n\n\n\n                                                  6\n\f25-11958-mg         Doc 108       Filed 05/12/26 Entered 05/12/26 08:09:34                    Main Document\n                                              Pg 7 of 27\n\n\n\n        C. Reverse Vesting Orders, Generally\n\n        Before dealing with the Motion itself, we should first examine reverse vesting orders\n\n(\u201cRVOs\u201d), a recently developed operation of Canadian insolvency regimes that do not have a\n\nparallel under Chapter 11. As the name suggests, an RVO utilizes a \u2018reverse vesting\u2019 structure.\n\nThe debtor cancels all existing shares and issues new shares to a designated purchaser. The\n\npurchaser agrees to accept preferred assets and liabilities, while certain excluded assets and\n\nliabilities are vested into a newly formed \u201cResidualCo.\u201d Caitlin McIntyre & Olya Antle,\n\nPotential or Problem? The Prospect of Reverse Vesting Under Chapter 11, 34 AM. BANKR. INST.\n\nJ. 34, 34 (2025). The purchased company, holding only the assumed assets and liabilities as\n\ndesired by the purchaser, may then exit the insolvency proceeding with the ResidualCo being\n\nadded as a debtor to the proceeding. (De Lellis Decl. \u00b6 6.)\n\n        RVOs are a relatively recent innovation in CCAA proceedings thanks to the flexibility\n\nafforded under the CCAA. While RVOs have become more common, they are still not viewed\n\nas the \u201cnorm\u201d by Canadian courts \u2013 RVOs are not a statutory mechanism and courts in Canada\n\nbelieve that they should not become the standard procedure in CCAA or BIA proceedings.\n\nHarte Gold Corp. (Re), 2022 ONSC 653, para. 38 (Can. Ont. S.C.). Nonetheless, they have\n\nbecome quite popular due to their flexibility and ability to allow a purchaser to purchase an\n\nentity with only the assets and liabilities that it wishes to retain. 2 Their rise in popularity is\n\n\n\n2\n          This ability to \u2018split\u2019 the entity through an RVO has brought comparisons with the Texas Two-Step. This\nCourt does not make any pronouncements regarding the Texas Two-Step, but there are a few distinguishing factors\nthat caution any like-to-like comparison. For one, the Texas Two-Step was statutorily enacted through \u00a7 10.901 of\nthe Texas Business Organizations Code, compared with the RVO which is a creation of practice and authorized\nthrough the CCAA\u2019s broad jurisdictional grant under section 11. Additionally, the timing of the Two-Step, a\n\u201cliability shuffle pre-petition,\u201d is markedly different to the RVO which is implemented after the CCAA proceeding\nbegins and proceeds under both the court and independent monitor\u2019s supervision. McIntyre, Potential or Problem?,\nsupra, at 35. The RVO also places greater consideration into the rights and interests of creditors and other\nstakeholders than a Two-Step, as evident by the adoption of the section 36 factors that are required to approve an\norder.\n\n                                                        7\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 8 of 27\n\n\n\nevident in the over 25 RVOs that were approved by Canadian Courts in 2024, a fifty-percent\n\nincrease from the year before and three times the amount that were approved in 2022. Maziar\n\nPeihani, Rethinking the Case for Reverse Vesting Orders in Canadian Insolvency Law, 59 UBC\n\nL. REV. 251, 267-68 (2026).\n\n       The authority for Canadian courts, including the Canadian Court overseeing the CCAA\n\nProceeding, to grant RVOs comes from the wide latitude given to courts under section 11 of the\n\nCCAA: \u201cthe court, on the application of any person interested in the matter, may, subject to the\n\nrestrictions set out in [the CCAA], on notice to any other person or without notice as it may see\n\nfit, make any order that it considers appropriate in the circumstances.\u201d R.S.C., 1985, c. C-36, \u00a7\n\n11. Canadian courts then apply the factors enumerated in section 36(3) of the CCAA, factors\n\nwhich a court normally is required to consider when approving an asset sale transaction, to the\n\ntransaction underlying the RVO. See, e.g. Just Energy Group Inc. et al v. Morgan Stanley\n\nCapital Group Inc. et al, 2022 ONSC 6354, paras. 29-33 (Can. Ont. S.C.); Harte Gold at para.\n\n37; Re B+H Architects Corp, 2026 ONSC 26 at para. 17 (Can. Ont. S.C.). These factors are:\n\n           (a) whether the process leading to the proposed sale or disposition was\n               reasonable in the circumstances;\n           (b) whether the monitor approved the process leading to the proposed\n               sale or disposition;\n           (c) whether the monitor filed with the court a report stating that in their\n               opinion the sale or disposition would be more beneficial to the\n               creditors than a sale or disposition under a bankruptcy;\n           (d) the extent to which the creditors were consulted;\n           (e) the effects of the proposed sale or disposition on the creditors and\n               other interested parties; and\n           (f) whether the consideration to be received for the assets is reasonable\n               and fair, taking into account their market value.\n\n       R.S.C., 1985, c. C-36, \u00a7 36. When determining whether to grant an RVO, the reviewing\n\ncourt will ask the following in addition to the section 36(3) factors: (a) why the RVO is\n\nnecessary; (b) whether the RVO structure produces an economic result at least as favorable as\n\n                                                 8\n\f25-11958-mg      Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                         Pg 9 of 27\n\n\n\nany other viable alternative; (c) whether any stakeholder is worse off under the RVO structure\n\nthan it would have been under any other viable alternative; and (d) whether the consideration\n\nbeing paid for the debtor\u2019s business reflects the importance and value of the licenses and permits\n\n(or other intangible assets) being preserved under the RVO structure. Harte Gold at para. 38.\n\n       As RVOs have become more popular in Canada, debtors in Chapter 15 cases have sought\n\nrecognition of such orders in U.S. Courts. Though not within the Second Circuit, many courts\n\nhave recognized RVOs approved in Canada. See, e.g. In re Voxtur Analytics Corp., No. 25-\n\n11996 (JKS) (Bankr. D. Del. Feb. 13, 2026); In re STS Renewables Ltd., No. 25-10884 (KBO)\n\n(Bankr. D. Del. Oct. 28, 2025); In re The Lion Elec. Co., No. 24-18898 (DDC) (Bankr. N.D. Ill.\n\nJune 26, 2025); In re Chesswood Grp., No. 24-12454 (CTG) (Bankr. D. Del. Mar. 24, 2025); In\n\nre 9139249 Canada Inc., No. 24-19627 (VZ) (Bankr. C.D. Cal. Jan. 10, 2025); In re Elevation\n\nGold Mining Corp., No. 24-06359 (Bankr. D. Ariz. Dec. 30, 2024); In re VBI Vaccines\n\n(Delaware) Inc., No. 24-11623 (BLS) (Bankr. D. Del. Nov. 20, 2024); In re Contract Pharm.\n\nLtd, No. 24-10915 (BLS) (Bankr. D. Del. May 28, 2024); In re NextPoint Fin., No. 23-10983\n\n(TMH) (Bankr. D. Del., Dec. 11, 2023); In re Endoceutics Inc., No. 22-11641 (Bankr. D. Mass.\n\nOct. 12, 2023); In re Acerus Pharm. Corp., No. 23-10111 (TMH) (Bankr. D. Del., June 13,\n\n2023); In re Just Energy Grp., No. 21-30823 (Bankr. S.D. Tex., Dec. 1, 2022). These orders\n\nwere entered without accompanying opinions explaining the court\u2019s reasoning.\n\n        One of the few opinions issued with an order recognizing an RVO was entered in In re\n\nGoli Nutrition Inc., 2024 WL 1748460 (Bankr. D. Del. Apr. 23, 2024). The court in Goli\n\nNutrition recognized the RVO as granted by the Canadian court largely due to the lack of\n\nobjection from creditors, but the court cautioned against applying the case as precedent:\n\n               I stated that I would enforce the order as there were no objections to\n               the transaction as a whole or its structure. Notice was provided to\n\n                                                 9\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34            Main Document\n                                          Pg 10 of 27\n\n\n\n               all parties, including shareholders whose stock is being redeemed\n               and cancelled for no consideration and those who may hold\n               liabilities that are being vested out to Residual Co. I must\n               emphasize, however, that I do not know how I would rule on a\n               similar reverse vesting transaction if there were objections. So, I\n               cannot stress enough that the order I enter should not be cited in\n               future motions for the proposition that U.S. courts have\n               unconditionally approved such transactions.\n\nIn re Goli Nutrition, 2024 WL 1748460, at * 2.\n\n       D. The Canadian Court Approval of the Reverse Vesting Order\n\n       On April 16, the Canadian Court approved the Reverse Vesting Order and Ancillary\n\nOrder. The Canadian Court addressed the section 36 factors noted above, in addition to the\n\nfactors set out in Harte Gold. (Endorsement \u00b6\u00b6 8-10.) Ultimately, the Canadian Court\n\ndetermined that the Monitor and Sales Agent acted in accordance with the SISP and that the\n\nTransaction was the culmination of efforts to obtain the best price possible. (Id. \u00b6 11.)\n\n       The Canadian Court was satisfied with the reverse vesting nature of the Transaction,\n\nconvinced that it would \u201creduce potential costs, delay, and execution risk, ensuring the\n\nuninterrupted continuation of the Applicants\u2019 operations.\u201d (Id. \u00b6 13.) The Canadian Court noted\n\nthat the reverse vesting structure was required to preserve licenses that Iovate possesses that\n\ncould not otherwise be transferred, to allow US $114 million in non-capital losses available to be\n\ncarried forward that could otherwise not through an asset sale, and would help ensure that\n\ncontracts remain with the company through an expedited process. (Id. \u00b6 12.) The Canadian\n\nCourt was satisfied that approval of the Transaction would provide as positive of an economic\n\nresult as any other transaction and noted that there was no opposition to the structure of the\n\nReverse Vesting Order. (Id. \u00b6 14.)\n\n       The Canadian Court additionally approved the Releases, noting that they are limited to\n\nclaims arising in connection with or relating to the Subscription Agreement, Transaction, and\n\n                                                 10\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34              Main Document\n                                           Pg 11 of 27\n\n\n\nproposed Reverse Vesting Order. (Id. \u00b6 19.) The Releases satisfied the requirements under\n\nCanadian Law. (Id. \u00b6 17.)\n\n       The Canadian Court lastly authorized the Ancillary Order, authorizing the requested\n\ndistributions requested by the Monitor, as well as extending the stay to allow the Chapter 15\n\nDebtors to seek approval of the Reverse Vesting Order in this Court. (Id. \u00b6\u00b6 22-26.)\n\n       E. The Motion\n\n       As noted above, the Foreign Representative seeks entry of an order (i) recognizing and\n\nenforcing the Reverse Vesting Order; (b) approving the transfer of the Chapter 15 Debtors\u2019 right,\n\ntitle, and interest in and to the Excluded Property located within the territorial jurisdiction of the\n\nUnited States to ResidualCo; and (c) related relief. (Motion \u00b6 29.)\n\n               1. Recognizing the Reverse Vesting Order\n\n       The Foreign Representative argues that the Court should recognize the Reverse Vesting\n\nOrder under the Court\u2019s authority to grant both \u201cappropriate relief\u201d under section 1521(a) and\n\n\u201cadditional assistance\u201d under section 1507 of the Code. 11 U.S.C. \u00a7\u00a7 1507, 1521. Regarding its\n\nappropriateness under section 1507, the Foreign Representative notes how the CCAA embodies\n\na scheme that promises \u201cequitable, orderly, and systemic\u201d distribution to creditors. (Motion \u00b6 32\n\n(citing Allstate Life Ins. v. Linter Grp., 994 F.2d 996, 1000 (2d Cir. 1993).)\n\n       Additionally, the Foreign Representative claims that creditors and parties in interest have\n\nbeen treated fairly by being provided with customary notice of the Reverse Vesting Order and\n\nwill be given the opportunity to raise objections to the relief requested. (Id.) Third, both\n\npreferential and fraudulent transfers are not permitted under the CCAA. (Id.) The Foreign\n\nRepresentative also contends that the Reverse Vesting Order is not manifestly contrary to the\n\npublic policy of the United States and therefore complies with section 1506. (Id. \u00b6 34.) The\n\n\n\n                                                  11\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                           Pg 12 of 27\n\n\n\nForeign Representative argues that the sales process outlined in the SISP is similar to the\n\nprocesses utilized in Chapter 11 cases, and similar RVOs to the Reverse Vesting Order have\n\nbeen recognized by other courts in Chapter 15 cases. (Id.)\n\n                2. Approving the Transaction\n\n         The Foreign Representative claims that the entering into the Subscription Agreement and\n\nconsummating the transaction was a prudent exercise of business judgment and should therefore\n\nbe approved under section 363 as the culmination of the SISP, which was approved by the\n\nCanadian Court and conducted by the independent Monitor. (Id. \u00b6 38.) Recognizing that the\n\nissuance of stock may not be a sale transaction of under section 363, the Foreign Representative\n\nalternatively seeks court approval for the transfer of the Excluded Property from the Chapter 15\n\ndebtors to ResidualCo. (Id. \u00b6 39.) The Foreign Representative touts the SISP process as a\n\nprudent exercise of the Chapter 15 Debtors\u2019 business judgment, noting the extensive negotiations\n\nwith multiple parties and transparent marketing process undertaken in an attempt to secure the\n\nmost optimal deal. (Id. \u00b6 41.) Absent approval of the transaction, the Foreign Representative\n\nclaims that all parties involved will suffer \u201csignificant, if not irreparable, harm\u201d by not being able\n\nto close the transaction. (Id. \u00b6 42.) The Foreign Representative believes that it has acted with\n\ngood faith during the process through arms-length negotiations in accordance with the SISP. (Id.\n\n\u00b6 45.)\n\n         The Foreign representative also requests the Purchaser receive the protections set forth in\n\nsubsections 363(m) and (n) of the Bankruptcy Code. (Motion \u00b6 43.)\n\n                3. The Releases\n\n         The Foreign Representative additionally seeks recognition and enforcement of the\n\nReleases granted by the Canadian Court as they are justified, reasonable, and appropriate in the\n\n\n\n                                                 12\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34            Main Document\n                                          Pg 13 of 27\n\n\n\ncircumstances; the releases are limited to claims and causes of action directly connected to the\n\nsale process and Transaction. (Id. \u00b6 48.) The Foreign Representative argues that Harrington v.\n\nPurdue Pharma L.P., 603 U.S. 204 (2004), does not prohibit a court in a Chapter 15 case from\n\nrecognizing and giving effect to nonconsensual third-party releases granted in plenary foreign\n\nproceedings. (Id. \u00b6 49.) The holding in Purdue is limited to the statutory construction of section\n\n1123(b)(6) and is not based on the public policy of the United States, which means that a non-\n\nconsensual third-party release is not inherently contrary to the public policy of the United States\n\nand does not run afoul of the public policy exception of section 1506. (Id. \u00b6 51.)\n\n       As they are not contrary to public policy, the Foreign Representative points to principles\n\nof comity to recognize the Releases. Without given full force and effect in the United States, the\n\nForeign Representative claims that United States-based creditors would have an advantage over\n\nCanadian creditors with the ability to bring claims against the Released Parties, in addition to\n\nundermining the relief granted by the Canadian Court through the Reverse Vesting Order. (Id. \u00b6\n\n52.)\n\n               4. Waiver of Bankruptcy Rule 6004(h)\n\n       The Foreign Representative submits that there is cause to waive the 14-day stay under\n\nBankruptcy Rule 6004(h), and that waiver of the stay will not prejudice the Debtors or any party\n\nin interest because parties will have notice and an opportunity to be heard in both the Canadian\n\nCourt and this Court. (Id. \u00b6 60.)\n\n       One limited objection was made in response to the Motion which has since been\n\nwithdrawn.\n\n\n\n\n                                                13\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34              Main Document\n                                          Pg 14 of 27\n\n\n\n                                  II.   LEGAL STANDARD\n\n       A. Approval of the Reverse Vesting Order\n\n       \u201cSection 1521(a) outlines the discretionary relief a court may order upon recognition of a\n\nforeign proceeding, whether main or non-main. . . . The discretion that is granted is \u2018exceedingly\n\nbroad\u2019 since a court may grant \u2018any appropriate relief\u2019 that would further the purposes of chapter\n\n15 and protect the debtor\u2019s assets and the interests of creditors.\u201d In re Asbestos Corp. Ltd., 674\n\nB.R. 855, 868 (Bankr. S.D.N.Y. 2025) (quoting In re Atlas Shipping A/S, 404 B.R. 726, 739\n\n(Bankr. S.D.N.Y. 2009)). Section 1521(a)(7) gives bankruptcy courts the authority to \u201cgrant[]\n\nany additional relief that may be available to a trustee, except for relief available under sections\n\n522, 544, 545, 547, 548, 550, and 724(a).\u201d 11 U.S.C. \u00a7 1521(a) (emphasis added). Bankruptcy\n\ncourts are afforded this broad discretion in the interest of comity and foreign cooperation, and\n\nsuch relief often extends to the recognition of confirmation orders granted by the foreign courts.\n\nSee, e.g., In re Cell C Proprietary Ltd., 571 B.R. 542, 554 (Bankr. S.D.N.Y. 2017) (\u201cThe\n\nrecognition and enforcement of the Sanction Order is \u2018appropriate relief\u2019 of a type not\n\nspecifically enumerated in the nonexhaustive list set forth in section 1521(a).\u201d); In re Rede\n\nEnergia S.A., 515 B.R. 69, 92-93 (Bankr. S.D.N.Y. 2014) (finding that granting an order that\n\nwill \u201cenforc[e] a foreign confirmation order, including the request for an injunction of acts in\n\ncontravention of such order\u201d is relief available under section 1521). \u201cOnce a case is recognized\n\nas a foreign main proceeding, chapter 15 specifically contemplates that the court will exercise its\n\ndiscretion consistent with principles of comity.\u201d In re Metcalfe & Mansfield Alt. Invs., 421 B.R.\n\n685, 697 (Bankr. S.D.N.Y. 2010) (quoting In re Atlas Shipping, 404 B.R. at 738).\n\n       Relief is regularly granted in parallel to the relief granted in the recognized foreign\n\nproceeding in the name of comity, but bankruptcy courts can refrain from doing so under\n\n\n\n                                                 14\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34               Main Document\n                                           Pg 15 of 27\n\n\n\n\u201cunique circumstances.\u201d In re Cozumel Caribe S.A. de C.V., 482 B.R. 96, 113 (Bankr. S.D.N.Y.\n\n2012). (\u201cWhile it is well recognized that comity should be extended in most instances,\n\nbankruptcy courts should also have the discretion to deny granting comity to foreign laws, court\n\norders and judgments\u2014consistent with over a hundred years of comity precedent\u2014when unique\n\ncircumstances warrant it, so long as \u2018the interests of the creditors . . . are sufficiently protected.\u2019\n\n11 U.S.C. \u00a7 1522(a). Furthermore, courts must deny granting comity in exceptional\n\ncircumstances of fundamental importance, when doing otherwise would be manifestly contrary\n\nto the public policy of the United States.\u201d) (emphasis original); see also, In re CGG S.A., 579\n\nB.R. 716, 720 (Bankr. S.D.N.Y. 2017). All actions taken under section 1521 must adhere to\n\n1522(a), which requires bankruptcy courts to ensure the interests of creditors are sufficiently\n\nprotected. Sufficient protection is embodied by \u201cthree basic principles: \u2018the just treatment of all\n\nholders of claims against the bankruptcy estate, the protection of U.S. claimants against prejudice\n\nand inconvenience in the processing of claims in the [foreign] proceeding, and the distribution of\n\nproceeds of the [foreign] estate substantially in accordance with the order prescribed by U.S.\n\nlaw.\u2019\u201d In re Odebrecht Engenharia e Constru\u00e7\u00e3o S.A. - Em Recupera\u00e7\u00e3o Judicia, 669 B.R. 457,\n\n474 (Bankr. S.D.N.Y 2025) (quoting In re Atlas Shipping A/S, 404 B.R. at 741).\n\n        Section 1507 provides additional grounds for the Court to grant relief to the foreign\n\nrepresentative. Section 1507 reads:\n\n                (a) Subject to the specific limitations stated elsewhere in this\n                    chapter the court, if re cognition is granted, may provide\n                    additional assistance to a foreign representative under this title\n                    or under other laws of the United States.\n                (b) In determining whether to provide additional assistance under\n                    this title or under other laws of the United States, the court shall\n                    consider whether such additional assistance, consistent with the\n                    principles of comity, will reasonably assure\u2014\n                        (1) just treatment of all holders of claims against or interests\n                             in the debtor's property;\n\n                                                   15\n\f25-11958-mg        Doc 108    Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 16 of 27\n\n\n\n                       (2) protection of claim holders in the United States against\n                           prejudice and inconvenience in the processing of claims\n                           in such foreign proceeding;\n                       (3) prevention of preferential or fraudulent dispositions of\n                           property of the debtor;\n                       (4) distribution of proceeds of the debtor's property\n                           substantially in accordance with the order prescribed by\n                           this title; and\n                       (5) if appropriate, the provision of an opportunity for a fresh\n                           start for the individual that such foreign proceeding\n                           concerns.\n\n11 U.S.C. \u00a7 1507.\n\n       Finally, any relief, including approval and recognition of the Reverse Vesting Order,\n\nmust comply with the public policy exception of section 1506: \u201c[n]othing in this chapter prevents\n\nthe court from refusing to take an action governed by this chapter if the action would be\n\nmanifestly contrary to the public policy of the United States.\u201d 11 U.S.C. \u00a7 1506. Section 1506\n\nhas been narrowly construed to ensure claimants are afforded a \u201cfair and impartial proceeding,\u201d\n\nnot that they are afforded all the rights and protections they would otherwise receive in an U.S.\n\ncourt. See In re Ephedra Prods. Liab. Litig., 349 B. R. 333, 337 (S.D.N.Y. 2006) (holding that a\n\nforeign proceeding without a jury is not contrary to the public policy of the United States if the\n\nsame proceeding in the U.S. has a jury trial right: \u201cthe Procedure here in issue, as amended,\n\nplainly affords claimants a fair and impartial proceeding. Nothing more is required by \u00a7 1506 or\n\nany other law.\u201d)\n\n       B. Approval of The Transaction\n\n       Section 1520 outlines the mandatory relief automatically granted upon recognition of a\n\nforeign main proceeding under chapter 15. Once section 1520(a) applies, sections 363, 549 and\n\n552 also apply to any transfer of a debtor's interest in property within the United States. 11\n\nU.S.C. \u00a7 1520(a)(2). In re Atlas Shipping A/S, 404 B.R. at 739. When considering if section 363\n\n\n\n                                                 16\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34               Main Document\n                                           Pg 17 of 27\n\n\n\nreview is required in an ancillary U.S. bankruptcy proceeding \u201cwhen there is a \u2018foreign main\n\nproceeding,\u2019 section 1520(a)(2) instructs the bankruptcy court to apply section 363 to a \u2018transfer\n\nof an interest of the debtor in property that is within the territorial jurisdiction of the United\n\nStates to the same extent that the sections would apply to property of an estate.\u2019\u201d Fairfield\n\nSentry Ltd. v. Farnum Place, LLC (In re Fairfield Sentry Ltd.), 768 F.3d 239, 244 (2d Cir. 2014)\n\n(quoting 11 U.S.C. \u00a7 1520(a)(2)). A section 363 analysis is not required when the property at\n\nissue is not located within the United States.\n\n                1. Asset Sale Pursuant to Section 363 of the Bankruptcy Code\n\n                        a. Sale of Debtor\u2019s Assets under Section 363(b)\n\n        \u201c[T]he trustee, after notice and a hearing, may use, sell, or lease, other than in the\n\nordinary course of business, property of the estate.\u201d 11 U.S.C. \u00a7 363(b)(1). In approving a\n\ntransaction conducted pursuant to section 363(b)(1), courts consider whether the debtor exercised\n\nsound business judgment. See Comm. Of Unsecured Creditors v. LTV Corp. (In re Chateaugay\n\nCorp.), 973 F.2d 141, 144-45 (2d Cir. 1992) (approving sale of assets based on a finding that\n\nsound business judgment supported sale because delay in the sale of assets may diminish their\n\nvalue); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1071-\n\n72 (2d Cir. 1983) (holding that the sale of assets out of the ordinary course of business must be\n\nsupported by \u201csome articulated business justification, other than appeasement of major creditors\u201d\n\nand that \u201ca judge determining a \u00a7 363(b) application [must] expressly find from the evidence\n\npresented before him at the hearing a good business reason to grant such an application\u201d). Once\n\nthe Trustee articulates a sound business justification, there \u201cis a presumption that in making a\n\nbusiness decision the [decision maker] acted on an informed basis, in good faith and in the\n\nhonest belief that the action was in the best interests of the company.\u201d Official Comm. of\n\n\n\n                                                  17\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34               Main Document\n                                           Pg 18 of 27\n\n\n\nSubordinated Bondholders v. Integrated Res., Inc., 147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992),\n\nappeal dismissed, 3 F.3d 49 (2d Cir. 1993) (citation omitted).\n\n                        b. Protections to Good Faith Purchasers under 363(m)\n\n        Bankruptcy Code section 363(m) states that \u201cThe reversal or modification of an appeal or\n\nan authorization under subsection (b) . . . of this section of a sale . . . of property does not affect\n\nthe validity of a sale\u2026under such authorization to an entity that purchased . . . such property in\n\ngood faith, whether or not such entity knew of the pendency of the appeal, unless such\n\nauthorization and such sale . . . were stayed pending appeal.\u201d The Second Circuit has held that\n\n\u201c[g]ood faith of a purchaser is shown by the integrity of his conduct during the course of the sale\n\nproceedings . . . . A purchaser\u2019s good faith is lost by \u2018fraud, collusion between the purchaser and\n\nother bidders or the trustee, or any attempt to take grossly unfair advantage of other bidders.\u2019\u201d\n\nLicensing by Paola v. Sinatra (In re Gucci), 126 F.3d 380, 390 (2d Cir. 1997) (citations omitted).\n\n        C. Third-Party Releases\n\n        Courts in this district have long enforced foreign restructuring plans in Chapter 15 cases\n\nwhich include nonconsensual third-party releases, most doing so pursuant to sections 1507 and\n\n1521 of the Code. See, e.g., In re Ocean Rig UDW Inc., 570 B.R. 687 (Bankr. S.D.N.Y. 2017)\n\n(recognizing and enforcing scheme of arrangement that released affiliate guarantees); In re Sino\u2013\n\nForest Corp., 501 B.R. 655, 665 (Bankr. S.D.N.Y. 2013) (enforcing foreign order containing\n\nthird-party releases); In re Magyar Telecom B.V., 2013 WL 10399944 (Bankr. S.D.N.Y. Dec. 11,\n\n2013) (ECF Doc. # 26); In re Metcalfe & Mansfield Alt. Inv., 421 B.R. at 696 (concluding that\n\n\u201cprinciples of enforcement of foreign judgments and comity in chapter 15 cases strongly counsel\n\napproval of enforcement in the United States of the third-party non-debtor release and injunction\n\n\n\n\n                                                   18\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 19 of 27\n\n\n\nprovisions included in the Canadian Orders, even if those provisions could not be entered in a\n\nplenary chapter 11 case\u201d).\n\n       While the Supreme Court in Purdue held that \u201cthe Bankruptcy Code does not authorize a\n\nbankruptcy court to approve, as part of a plan of reorganization under Chapter 11, a release and\n\ninjunction that extinguishes claims against non-debtor third parties without the consent of\n\naffected claimants,\u201d (603 U.S. at 204) Chapter 15 cases decided since Purdue have continued to\n\nrecognize nonconsensual third-party releases. In In re Credito Real, S.A.B. de C.V., SOFOM,\n\nE.N.R., 2025 WL 977967 (Bankr. D. Del. Apr. 1, 2025), aff\u2019d, 2026 WL 881444 (D. Del. March\n\n21, 2026), the court examined the differences in language between section 1123(b) of the code,\n\nwhich the Purdue court held does not authorize the approval of a nonconsensual third-party\n\nreleases, and sections 1521 and 1507. What the court determined was that section 1521 and\n\n1507 grant bankruptcy courts significantly more power than section 1123(b) through the\n\nallowance of the court to grant \u201cany appropriate relief.\u201d In re Credito Real, 2025 WL 977967 at\n\n*9.\n\n               Section 1521 thus differs from section 1123(b), which \u201csimply\n               states that a court may include any \u2018other\u2019 chapter 11 plan\n               provision that is not \u201cinconsistent with the applicable provisions of\n               this title.\u2019\u201d [Id. at *10] The Supreme Court in Purdue read\n               \u201cother\u201d as directing courts to look to the other provisions of\n               1123(b) to determine what further relief a court could grant. But\n               \u201csection 1521(a) does not direct courts to look to the \u2018other\u2019\n               provisions\u201d\u2014listed in subsections (a)(1)\u2013(7)\u2014\u201cwhen providing\n               relief under its catchall,\u201d instead allowing \u201ccourts to grant \u2018any\n               additional relief that may be available to a trustee.\u2019\u201d Id. The\n               limitation in section 1521(a), therefore, is not whether the relief is\n               similar to those listed in 1521(a)(1)\u2013(7), but whether the relief is\n               available to the trustee. Id.\n\nIn re Odebrecht, 669 B.R. at 473 (citing In re Credito Real, 2025 WL 977967 at *10). This\n\nsame analysis found similar language enumerating the boundaries \u201cunambiguously\u201d in section\n\n\n\n                                                19\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34              Main Document\n                                           Pg 20 of 27\n\n\n\n1507 and therefore determined that section additionally distinct from section 1123(b). In re\n\nCredito Real, 2025 WL 977967 at *12. Given the distinctions in authority, both the courts in\n\nCredito Real and Odebrecht found that third-party releases could be permitted if they, like all\n\nother actions under section 1521, ensured the interests of creditors, the debtor, and other\n\ninterested entities are \u201csufficiently protected\u201d under section 1522(a). In re Odebrecht, 669 B.R.\n\nat 474. They do not run afoul of section 1506 public policy exception. Id. at 475-76 (\u201cAs the\n\nSecond Circuit has previously stated, \u201cdeference to the foreign court is appropriate so long as the\n\nforeign proceedings are procedurally fair and . . . do not contravene the laws or public policy of\n\nthe United States.\u201d United JP Morgan Chase Bank v. Altos Hornos de Mexico, S.A. de C.V., 412\n\nF.3d 418, 424 (2d Cir. 2005). So long as these guidelines are respected, a long string of caselaw\n\nindicates that bankruptcy courts may, acting as ancillaries to foreign proceedings, extinguish\n\nclaims that would be available in plenary actions in the U.S. in the name of comity.\u201d)\n\n       D. Waiver of Bankruptcy Rules 6004(h)\n\n       Bankruptcy Rule 6004(h) provides that \u201can order authorizing the use, sale, or lease of\n\nproperty . . . is stayed until the expiration of 14 days after entry of the order, unless the Court\n\norders otherwise.\u201d FED. R. BANKR. P. 6004(h). The rule is intended to provide time for an\n\nobjecting party to appeal a sale order or the assignment of an executory contract before such\n\norder can be implemented. See Advisory Committee Notes to FED. R. BANKR. P. 6004(h).\n\n       Collier suggests that because the purpose of the rules is to \u201cprotect the rights of an\n\nobjecting party,\u201d a court should eliminate the 14-day stay period and allow the sale or the\n\nassignment, as applicable, to close immediately in all cases where there has been no objection to\n\nthe procedure. 10 COLLIER ON BANKRUPTCY \u00a7 6004.10 (16th 2019) (discussing Bankruptcy Rule\n\n6004(h)).\n\n\n\n                                                  20\n\f25-11958-mg      Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34               Main Document\n                                          Pg 21 of 27\n\n\n\n                                    III.    DISCUSSION\n\n       A. The Reverse Vesting Order\n\n       As discussed above, few courts have been tasked with recognizing a RVO, with most\n\ngranting recognition without an accompanying opinion. The one instance of a court issuing an\n\nopinion accompanying recognition of a RVO, In re Goli Nutrition, saw the court recognize and\n\nenforce the RVO largely on the basis of the lack of objection from parties after adequate notice\n\nwas provided to all parties, \u201cincluding shareholders whose stock is being redeemed and cancelled\n\nfor no consideration and those who may hold liabilities that are being vested out to Residual Co.\u201d\n\nIn re Goli Nutrition, 2024 WL 1748460 at * 2. While the sole objection received has since been\n\nwithdrawn, the Court will still continue with an analysis of the Reverse Vesting Order before\n\ngranting recognition.\n\n       A bankruptcy court has an \u201cexceedingly broad\u201d power to grant appropriate, discretionary\n\nrelief under section 1521 and 1507 of the Code (In re Asbestos Corp., 674 B.R. at 868), which\n\ncan extend to the recognition of foreign confirmation orders. This Court is not limited in\n\ngranting potential relief by the bounds of relief that would otherwise be available if this was\n\nproceeding under Chapter 11, \u201cprovided that such assistance is consistent with the principles of\n\ncomity and satisfies fairness considerations set forth in Section 1507(b),\u201d (In re Rede Energia\n\nS.A., 515 B.R. at 90) or the sufficient protection considerations of Section 1522.\n\n       The Court recognizes the Reverse Vesting Order, with its rationale grounded by\n\nconsiderations of comity. U.S. Bankruptcy courts regularly approve transactions and plans\n\ninvolving Chapter 15 debtors in CCAA proceedings that have been approved through orders in\n\nthe Canadian court. See, e.g. In re U.S. Steel Canada Inc., 571 B.R. 600, 612 (Bankr. S.D.N.Y.\n\n2017) (approving of a plan and underling transaction already approved by the Canadian court\n\n\n\n                                                 21\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 22 of 27\n\n\n\nCanadian Court \u201c[b]ased on the principles of international comity.\u201d); see also In re Oak and Fort\n\nCorp., 25-11282-mg (Bankr. S.D.N.Y. Jan. 22, 2026) (ECF Doc. # 46) (order recognizing the\n\nSanction Order granted in Canadian court for Chapter 15 debtor post-recognition of the case);\n\nCornfeld v. Investors Overseas Servs., Ltd., 471 F.Supp. 1255, 1259 (S.D.N.Y.1979) (\u201cThe fact\n\nthat the foreign country involved is Canada is significant. It is well-settled in New York that the\n\njudgments of the Canadian courts are to be given effect under principles of comity. Trustees in\n\nbankruptcy appointed by Canadian courts have been recognized in actions commenced in the\n\nUnited States. More importantly, Canada is a sister common law jurisdiction with procedures\n\nakin to our own, and thus there need be no concern over the adequacy of the procedural\n\nsafeguards of Canadian proceedings.\u201d) (internal citations omitted).\n\n       Beyond general considerations of comity, the Reverse Vesting Order will sufficiently\n\nprotect the interests of creditors. The Canadian Court determined in granting the Reverse\n\nVesting Order that \u201cno stakeholder is worse off under the [reverse vesting] structure than they\n\nwould be under any other viable alternative.\u201d (Endorsement \u00b6 14.) The assurance that all\n\nholders of claims or interests in the debtor\u2019s property have been treated justly is further\n\nsupported by independent Monitor leading the process under the SISP and ultimately selecting\n\nthe winning bid. \u201cThere are a number of protections within the CCAA Proceeding absent in\n\nChapter 11, chief among which is the Monitor, the independent officer appointed by the\n\nCanadian Court to provide objective oversight and ensure the restructuring is fair and impartial\n\nto all stakeholders.\u201d In re Asbestos Corp. Ltd., 674 B.R. at 875-76 (emphasis added).\n\nImportantly under the Reverse Vesting Order, no creditor\u2019s claim is extinguished; creditor claims\n\nwill either continue against the Principal Entities if the claim is retained or be against ResidualCo\n\nif they are expunged through the Transaction \u201cwith the same nature and priority as they had\n\n\n\n                                                 22\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34              Main Document\n                                          Pg 23 of 27\n\n\n\nimmediately prior to the Transactions, as if the Transactions had not occurred.\u201d (Reverse\n\nVesting Order \u00b6\u00b6 8, 12.) Finding creditors to be sufficiently protected and thus satisfying the\n\nrequirements of section 1522, the Court does not need to determine if the Reverse Vesting Order\n\nis appropriate under section 1507. Recognizing the Reverse Vesting Order is an appropriate\n\ngrant of \u201cadditional relief\u201d under section 1521(a)(7).\n\n       In addition, the recognition of the Reverse Vesting Order is not manifestly contrary to the\n\npublic policy of the United States. As noted above, the public policy exception has been\n\nconstrued as extraordinarily narrow, applying only to instances that implicate the \u201cmost\n\nfundamental policies of the United States.\u201d In re Ephedra, 349 B.R. at 336 (citing H.R.Rep. No.\n\n109\u201331(I), at 109, as reprinted in 2005 U.S.C.C.A.N. 88, 172). Here, while the reverse vesting\n\nstructure is different than how a debtor would proceed under Chapter 11, the rights of creditors\n\nand other stakeholders have been protected. The SISP was adopted by the independent Monitor\n\nto implement procedures that would enhance competitive bidding, limit any possibility of\n\npreferential treatment of bidders, and to ensure the maximization of value for the bankruptcy\n\nestate. If the denial of a jury trial right, as was the issue in Ephedra, can be found to not be\n\ncontrary to U.S. public policy when the Canadian court otherwise offered \u201cclaimants a fair and\n\nimpartial procedure\u201d (In re Ephedra, 349 B.R. at 337), then the reverse vesting order structure,\n\nwhich still ensures the protection of claimants, is certainly not as well.\n\n       B. Approval of the Transaction\n\n       While the Transaction might have been completed in the exercise of the Chapter 15\n\nDebtor\u2019s sound business judgment, the Court cannot not review the Subscription Agreement and\n\nTransaction under section 363. As the Goli Nutrition court determined, it is not proper to review\n\nthe entire transaction contemplated by the RVO under section 363 as \u201cthe issuance of stock in a\n\n\n\n                                                 23\n\f25-11958-mg       Doc 108      Filed 05/12/26 Entered 05/12/26 08:09:34                Main Document\n                                           Pg 24 of 27\n\n\n\ndebtor company is not a sale transaction under section 363. Goli Canada is not selling an asset, it\n\nis issuing stock. Second, even if it were, the new stock, which is stock in a Canadian company is\n\nnot the \u2018transfer of an interest of the debtor in property that is within the territorial jurisdiction of\n\nthe United States.\u2019\u201d In re Goli Nutrition, 2024 WL 1748460 at * 2 (citing 11 U.S.C. \u00a7\n\n1520(a)(2)).\n\n        The Reverse Vesting Order authorized Iovate to \u201cterminat[e] and cancel[] all Existing\n\nShares (as defined in the Subscription Agreement), for no consideration,\u201d and \u201cauthoriz[es] and\n\ndirect[s] the Company to issue the Purchased Shares to the Purchaser free and clear of any\n\nEncumbrances[.]\u201d (Reverse Vesting Order at 1-2.) This is not a \u2018stock sale,\u2019 which would be\n\nsubject to approval under section 363 as that involves a debtor selling already issued stock to a\n\nthird party. See, e.g. In re New York Trap Rock Corp., 155 B.R. 871 (Bankr. S.D.N.Y. 1993),\n\naff'd, 160 B.R. 876 (S.D.N.Y. 1993), aff'd in part, vacated in part, 42 F.3d 747 (2d Cir. 1994)\n\n(where the court conducted a section 363 analysis of the sale of already issued stock in the\n\ndebtor\u2019s subsidiary). The issuance of new stock is not the sale of property of the debtor and\n\ntherefore does not implicate section 363. The Court does not need to determine if the stock issue\n\ninvolved a transfer of property within the territorial jurisdiction of the United States.\n\n        The Foreign Representative alternatively seeks approval of the Excluded Property being\n\ntransferred from the Chapter 15 Debtors to ResidualCo. (Motion \u00b6 39.) The court\u2019s actions in\n\nGoli Canada can again be instructive. The court, confronted with the transfer of an excluded\n\nasset that would \u201cnot be free and clear of liabilities and will be subject to claims\u201d after being\n\nvested out to a Residual Co, relied on Fairfield Sentry to determine that the court was required to\n\napply the section 363 standard to the transfer (dependent on a question of property ownership\n\nthat is not as issue presently before this Court). In re Goli Nutrition, 2024 WL 1748460 at * 5.\n\n\n\n                                                   24\n\f25-11958-mg         Doc 108        Filed 05/12/26 Entered 05/12/26 08:09:34                      Main Document\n                                               Pg 25 of 27\n\n\n\n         The transfer of the Excluded Property to ResidualCo would implicate section 363 if the\n\nExcluded Property was within the territorial jurisdiction of the United States. The Foreign\n\nRepresentative has yet to determine what will ultimately constitute the extent of the Excluded\n\nProperty \u2013 according to the Subscription Agreement, a detailed list of the excluded assets and\n\ncontracts will \u201cfollow no later than two (2) Business Days prior to the Closing Date.\u201d\n\n(Subscription Agreement, Schedules 1.1(DDDD); 2.2). During the May 6, 2026 hearing, the\n\nForeign Representative indicated to the Court that physical assets currently located in the United\n\nStates will not constitute any of the Excluded Property. Recording of Hearing at 28:30-29:30, In\n\nre Iovate Health Sciences Int\u2019l. Inc., 25-MG-11958 (Bankr. S.D.N.Y. May 6, 2026). As none of\n\nwhat will be transferred as part of the Excluded Property will include a \u201ctransfer of an interest of\n\nthe debtor in property that is within the territorial jurisdiction of the United States,\u201d the Court\n\ndoes not need to examine the factors of section 363 with respect to any part of the transaction.\n\n11 U.S.C. \u00a7 1520(a).\n\n         The Court does find that the Purchaser acted in good faith and should be granted\n\nprotections under section 363(m) as needed. The Monitor was informed that the Purchaser is not\n\nrelated to Iovate per section 36 of the CCAA, which would have required satisfaction of a more\n\nstringent criteria before the Canadian Court could grant the Reverse Vesting Order if there was a\n\nconnection. 3 (Goldstein Decl. \u00b6 12.) The Monitor nonetheless still conducted the analysis under\n\nsection 36 and found that its factors were satisfied. (Id.) The sales process conducted via the\n\n\n3\n          Subsection 36(4) of the CCAA provides that \u201c[i]f the proposed sale or disposition is to a person who is\nrelated to the company, the court may, after considering the factors referred to in subsection (3), grant the\nauthorization only if it is satisfied that (a) good faith efforts were made to sell or otherwise dispose of the\nassets to persons who are not related to the company; and (b) the consideration to be received is superior to\nthe consideration that would be received under any other offer made in accordance with the process leading\nto the proposed sale or disposition.\u201d In turn, subsection 36(5) of the CCAA defines \u201ca person who is related\nto the company\u201d as including \u201c(a) a director or officer of the company; (b) a person who has or has had,\ndirectly or indirectly, control in fact of the company; and (c) a person who is related to a person described in\nparagraph (a) or (b).\u201d\n\n                                                         25\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34             Main Document\n                                          Pg 26 of 27\n\n\n\nSISP ensured a broad canvassing of the market, and the Foreign Representative has no\n\nknowledge of any party, including the Purchaser, of engaging in conduct to suggest fraud or\n\ncollusion. (Id. \u00b6 17.)\n\n       C. Approval of the Releases\n\n       The Court recognizes the requested releases. As discussed above, while releases such as\n\nthe ones included in the Reverse Vesting Order might be impermissible if granted by this Court\n\nin a Chapter 11 proceeding, this Court has the authority to recognize such releases already\n\napproved by the Canadian Court if the interests of creditors, the debtor, and other interested\n\nentities are \u201csufficiently protected\u201d under section 1522(a). In re Odebrecht, 669 B.R. at 474.\n\nThe releases are properly tailored to ensure sufficient protection and the just treatment of all\n\nclaimants, limited in scope to any claims against the Released Parties arising in connection with\n\nor relating to the Subscription Agreement, the completion of the Transactions, and the Reverse\n\nVesting Order. (Endorsement \u00b6 19.) The Releases do not cover claims constituting fraud or\n\nwillful misconduct. (Reverse Vesting Order \u00b6 23.) The releases are in kind with those approved\n\nby the Court in Odebrecht, where relevant parties were released from liability in relation to the\n\nplan and foreign court order except for liability arising from gross negligence, fraud, willful\n\nmisconduct or professional malpractice. In re Odebrecht, 669 B.R. at 463-64.\n\n       D. Waiver of Bankruptcy Rules 6004(h)\n\n       Given the withdrawal of the sole objection, the Court will waive Bankruptcy Rule\n\n6004(h). See, c.f. 10 COLLIER ON BANKRUPTCY \u00a7 6004.10 (16th 2019) (discussing how a waiver\n\nof the 14-day stay under Bankruptcy Rule 6004(h) is appropriate where \"there has been no\n\nobjection to the procedure\" (emphasis added)).\n\n\n\n\n                                                 26\n\f25-11958-mg       Doc 108     Filed 05/12/26 Entered 05/12/26 08:09:34          Main Document\n                                          Pg 27 of 27\n\n\n\n                                     IV.   CONCLUSION\n\n         As noted above, the Court\n\n         RECOGNIZES the Reverse Vesting Order,\n\n         DECLINES TO REVIEW the Transaction under section 363;\n\n         APPROVES the 363(m) protections for the Purchaser;\n\n         RECOGNIZES the Releases; and\n\n         GRANTS the Waiver of Bankruptcy Rules 6004(h).\n\n         A separate order granting the requested relief has already been entered. (ECF Doc. #\n\n107.)\n\n\nDated:     May 12, 2026\n           New York, New York\n\n                                                      Martin Glenn\n                                                     MARTIN GLENN\n                                              Chief United States Bankruptcy Judge\n\n\n\n\n                                                27\n\f","ocr_status":2,"date_upload":"2026-05-13T01:48:51.632744-07:00","document_number":"108","attachment_number":null,"pacer_doc_id":"126024524594","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Written Opinion","acms_document_guid":""}],"date_created":"2026-05-12T05:32:39.612525-07:00","date_modified":"2026-08-12T10:41:20.568764-07:00","date_filed":"2026-05-12","time_filed":"08:09:34","entry_number":108,"recap_sequence_number":"2026-05-12.001","pacer_sequence_number":370,"description":"Memorandum Opinion, signed on 5/12/2026, Granting Foreign Representative's Motion (I) Recognizing and Enforcing the Reverse Vesting Order; (II) Approving the Transfer of the Debtors' Excluded Property; and (III) Granting Related Relief. (related document(s)91, 107) (Anderson, Deanna) (Entered: 05/12/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/463259126/","id":463259126,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/478399703/","id":478399703,"tags":[],"absolute_url":"/docket/71301647/107/iovate-health-sciences-international-inc/","date_created":"2026-05-07T07:34:21.704188-07:00","date_modified":"2026-05-19T13:57:13.684393-07:00","sha1":"155261d195fbb49fda12d0669870b3100d3b6ad4","page_count":10,"file_size":284259,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.107.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.107.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"25-11958-mg         Doc 107        Filed 05/07/26 Entered 05/07/26 10:14:42                      Main Document\n                                               Pg 1 of 10\n\n\n\n                             UNITED STATES BANKRUPTCY COURT\n                              SOUTHERN DISTRICT OF NEW YORK\n\n\nIn re:\n                                                                   Chapter 15\nIOVATE HEALTH SCIENCES\n                                                                   Case No. 25-11958 (MG)\nINTERNATIONAL INC., 1 et al.\n                                                                   (Jointly Administered)\n                                    Debtors in a Foreign\n                                    Proceeding.\n\n\n    ORDER GRANTING FOREIGN REPRESENTATIVE\u2019S MOTION FOR ENTRY OF AN\n         ORDER (I) RECOGNIZING AND ENFORCING THE APPROVAL AND\n       REVERSE VESTING ORDER; (II) APPROVING THE TRANSFER OF THE\n     DEBTORS\u2019 EXCLUDED PROPERTY; AND (III) GRANTING RELATED RELIEF\n\n         Upon the motion (the \u201cMotion\u201d) filed by Iovate Health Sciences International Inc. (\u201cIovate\n\nInternational\u201d), in its capacity as the authorized foreign representative (the \u201cForeign\n\nRepresentative\u201d) of the above-captioned Chapter 15 Debtors (as defined below) in respect of the\n\nCanadian Proceeding (as defined below) pending before the Ontario Superior Court of Justice\n\n(Commercial List) (the \u201cCanadian Court\u201d), for entry of an order (this \u201cOrder\u201d): (a) recognizing\n\nand enforcing the Approval and Reverse Vesting Order (the \u201cReverse Vesting Order\u201d) entered by\n\nthe Canadian Court on April 16, 2026 and attached hereto as Exhibit 1, approving the Subscription\n\nAgreement, dated April 2, 2026 (the \u201cSubscription Agreement\u201d), between Xiwang Iovate Holdings\n\nCompany Limited (\u201cIovate Holdings\u201d) and 1001542267 Ontario Inc. (the \u201cPurchaser\u201d) and the\n\nrelated transactions contemplated by the Subscription Agreement (the \u201cTransaction\u201d); (b)\n\napproving, under sections 363, 1520, and 1521 of the Bankruptcy Code, the transfer of the Chapter\n\n\n\n\n1\n         The Chapter 15 Debtors in the Canadian Proceeding, along with the last four digits of each Debtor\u2019s United\n         States Tax Identification Number or Canadian Business Number, as applicable, are as follows: (i) Iovate\n         Health Sciences International Inc. (0696); (ii) Iovate Health Sciences U.S.A. Inc. (3542); and (iii) Northern\n         Innovations Holding Corp. (3909).\n\f25-11958-mg        Doc 107        Filed 05/07/26 Entered 05/07/26 10:14:42                        Main Document\n                                              Pg 2 of 10\n\n\n\n15 Debtors\u2019 right, title, and interest in and to the Excluded Property 2 to ResidualCo pursuant to the\n\nReverse Vesting Order; and (c) granting related relief; and upon this Court's review and\n\nconsideration of the Motion, the Goldstein Declaration, and the De Lellis Declaration; and upon a\n\nhearing on the Motion (the \u201cHearing\u201d), and for the reasons set forth on the record at the hearing\n\non the Motion that, inter alia, resolved the Limited Objection, Reservation of Rights, and Request\n\nfor Related Relief filed by TSI Group, Ltd. and certain related affiliates, including TSI USA Inc.\n\nand Metabolic Technologies, Inc. [ECF No. 101] (the \u201cTSI Response\u201d),\n\n       THE COURT HEREBY FINDS AND DETERMINES THAT: 3\n\n       A.       On April 16, 2026, the Canadian Court entered the Reverse Vesting Order,\n\napproving the Transaction contemplated by the Subscription Agreement and authorizing the\n\nCanadian Debtors to take all actions necessary and proper to effectuate the Transaction.\n\n       B.       This Court has jurisdiction and authority to hear and determine the Motion pursuant\n\nto 28 U.S.C. \u00a7\u00a7 1334 and 157(b). Venue of these Chapter 15 Cases and the Motion in this Court\n\nand this District is proper under 28 U.S.C. \u00a7 1410.\n\n       C.       Based on the affidavits of service filed with, and the representations made to, this\n\nCourt: (i) notice of the Motion and the Hearing was proper, timely, adequate, and sufficient under\n\nthe circumstances of these Chapter 15 Cases and complied with the various applicable\n\nrequirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; and (ii) no other\n\n\n\n\n2\n       Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the\n       Motion.\n3\n       The findings and conclusions set forth herein and in the record of the hearing on the Motion constitute this\n       Court\u2019s findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure,\n       as made applicable herein by Rules 7052 and 9014 of the Federal Rules of Bankruptcy Procedure (the\n       \u201cBankruptcy Rules\u201d). To the extent any of the findings of fact herein constitute conclusions of law, they are\n       adopted as such. To the extent any of the conclusions of law herein constitute findings of fact, they are adopted\n       as such.\n\f25-11958-mg       Doc 107     Filed 05/07/26 Entered 05/07/26 10:14:42              Main Document\n                                          Pg 3 of 10\n\n\n\nor further notice of the Motion, the Hearing, or the entry of this Order is necessary or shall be\n\nrequired.\n\n       D.      This Order constitutes a final and appealable order within the meaning of 28 U.S.C.\n\n\u00a7 158(a).\n\n       E.      The relief granted herein is necessary and appropriate, promotes international\n\ncomity, is consistent with the public policies of the United States, is warranted pursuant to sections\n\n105(a), 363(b), (m), and (n), 1501, 1507, 1520, 1521, and 1522 of the Bankruptcy Code, and will\n\nnot cause any hardship to any parties in interest that is not outweighed by the benefits of the relief\n\ngranted. The interests of the Chapter 15 Debtors, the Chapter 15 Debtors\u2019 creditors, and other\n\ninterested parties are sufficiently protected by the issuance of this Order.\n\n       F.      Based on information contained in the Motion, the Goldstein Declaration, the De\n\nLellis Declaration, the Reverse Vesting Order, and the record made at the Hearing, the SISP was\n\nnon-collusive, duly noticed, and provided a reasonable opportunity for potentially interested\n\nparties to make an offer. The Foreign Representative and the Monitor support the Transaction and\n\nhave each recommended the transfer of the Excluded Property to ResidualCo in accordance with\n\nthe Subscription Agreement, and it is appropriate that the Excluded Property be transferred,\n\nassigned, and vested in ResidualCo on the terms and subject to the conditions set forth in the\n\nSubscription Agreement.\n\n       G.      The Chapter 15 Debtors\u2019 entry into (if applicable) and performance under the\n\nSubscription Agreement and related agreements (i) constitute a sound and reasonable exercise of\n\nthe Chapter 15 Debtors\u2019 business judgment, (ii) provide value and are beneficial to the Chapter 15\n\nDebtors, and are in the best interests of the Chapter 15 Debtors and their stakeholders, and (iii) are\n\nreasonable and appropriate under the circumstances. Business justifications for the transfer of the\n\f25-11958-mg       Doc 107      Filed 05/07/26 Entered 05/07/26 10:14:42           Main Document\n                                           Pg 4 of 10\n\n\n\nExcluded Property include, but are not limited to, the following: (a) the Subscription Agreement\n\nconstitutes the highest and otherwise best offer received to acquire the Chapter 15 Debtors\u2019 assets;\n\n(b) the Subscription Agreement presents the best opportunity to maximize the value of the Chapter\n\n15 Debtors on a going-concern basis and avoid devaluation of the Chapter 15 Debtors\u2019 assets; (c)\n\nunless the transfer of the Excluded Property pursuant to the Subscription Agreement and all of the\n\nother transactions contemplated by the Subscription Agreement are concluded expeditiously, as\n\nprovided for in the Subscription Agreement, recoveries to the Chapter 15 Debtors\u2019 creditors may\n\nbe diminished; and (d) the value received for the Chapter 15 Debtors will be maximized through\n\nthe Transaction under the Subscription Agreement. The consideration provided by the Purchaser\n\nunder the Subscription Agreement constitutes fair consideration and reasonably equivalent value\n\nunder the Bankruptcy Code, the Uniform Voidable Transactions Act, the Uniform Fraudulent\n\nTransfer Act, the Uniform Fraudulent Conveyance Act, and other laws of the United States, any\n\nstate, territory, possession thereof, or the District of Columbia.\n\n       H.      The Purchaser is not, and shall not be deemed to be, a mere continuation, and is not\n\nholding itself out as a mere continuation, of any of the Chapter 15 Debtors and there is no\n\ncontinuity between the Purchaser and the Chapter 15 Debtors. The Transaction does not amount\n\nto a consolidation, merger, or de facto merger of the Purchaser and any of the Chapter 15 Debtors.\n\n       I.      Time is of the essence in consummating the Transaction. To maximize the value of\n\nthe Chapter 15 Debtors, it is essential that the Transaction occur and be recognized and enforced\n\nin the United States promptly. The Foreign Representative, on behalf of the Chapter 15 Debtors,\n\nhas demonstrated compelling circumstances and a good, sufficient, and sound business purpose\n\nand justification for the immediate approval and consummation of the Transaction as contemplated\n\nby the Subscription Agreement. Accordingly, there is cause to waive the stay that would otherwise\n\f25-11958-mg       Doc 107      Filed 05/07/26 Entered 05/07/26 10:14:42             Main Document\n                                           Pg 5 of 10\n\n\n\nbe applicable under Bankruptcy Rule 6004(h) and the Transaction can be closed as soon as\n\nreasonably practicable upon entry of this Order.\n\n       J.      Based upon information contained in the Motion, the Goldstein Declaration, the De\n\nLellis Declaration, and the record made at the Hearing, the Subscription Agreement and the\n\nTransaction contemplated therein were negotiated, proposed, and entered into by the Chapter 15\n\nDebtors and the Purchaser in good faith, without collusion and from arms\u2019-length bargaining\n\npositions. The Purchaser is a \u201cgood faith purchaser\u201d within the meaning of section 363(m) of the\n\nBankruptcy Code and, as such, is entitled to all the protections afforded thereby. None of the\n\nChapter 15 Debtors, the Foreign Representative, the Monitor, or the Purchaser has engaged in any\n\nconduct that would cause or permit the Subscription Agreement or the consummation of the\n\nTransaction to be avoided or costs and damages to be imposed under section 363(n) of the\n\nBankruptcy Code.\n\n       K.      The Subscription Agreement was not entered into for the purpose of hindering,\n\ndelaying, or defrauding any present or future creditors of the Chapter 15 Debtors.\n\n       L.      Enforcement in the United States of the transfer of the Excluded Property from the\n\nChapter 15 Debtors to ResidualCo does not present any public policy conflict or issue concerning\n\nprotection of the interests of non-Chapter 15 Debtor parties that would prevent this Court from\n\nentering this Order. As of the filing of the Monitor\u2019s Certificate in the Canadian Proceeding and\n\nthe delivery thereof to the Purchaser, the transfer of the Excluded Property that is located within\n\nthe territorial jurisdiction of the United States from the Chapter 15 Debtors to ResidualCo will be\n\na legal, valid, and effective transfer, and will vest ResidualCo with all right, title, and interest of\n\nthe Chapter 15 Debtors in and to such Excluded Property.\n\f25-11958-mg       Doc 107     Filed 05/07/26 Entered 05/07/26 10:14:42              Main Document\n                                          Pg 6 of 10\n\n\n\n        M.      The total consideration to be provided under the Subscription Agreement reflects\n\nthe Purchaser\u2019s reliance on this Order to provide ResidualCo with title to and possession of the\n\nExcluded Property. The transfer of the Chapter 15 Debtors\u2019 rights in and to the Excluded Property\n\nto ResidualCo as and to the extent provided in the Reverse Vesting Order is integral to the\n\nSubscription Agreement, is in the best interests of the Chapter 15 Debtors, and represents the\n\nreasonable exercise of the Chapter 15 Debtors\u2019 business judgment.\n\n        NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n\n        1.      The Motion is granted in its entirety, subject to the statements placed on the record\n\nthat resolved the TSI Response.\n\n        2.      The Reverse Vesting Order, attached hereto as Exhibit 1, is hereby recognized,\n\nenforced, and given full force and effect within the territorial jurisdiction of the United States in\n\nits entirety.\n\n        3.      The Subscription Agreement and the Transaction contemplated thereunder,\n\nincluding, for the avoidance of doubt, the transfer of the Excluded Property located within the\n\nterritorial jurisdiction of the United States to ResidualCo on the terms set forth in the Subscription\n\nAgreement, the Reverse Vesting Order (including all transactions contemplated thereunder), this\n\nOrder (including all transactions contemplated hereunder), and all of the terms and conditions of\n\neach of the foregoing are hereby authorized pursuant to sections 105, 363, 1501, 1507, 1520, 1521,\n\nand 1522 of the Bankruptcy Code.\n\n        4.      The Chapter 15 Debtors, the Foreign Representative, the Monitor, and the\n\nPurchaser (as well as each of their respective officers, employees, and agents) are authorized to\n\ntake any and all actions necessary or appropriate to: (a) consummate the Transaction, including\n\nthe transfer of the Excluded Property to ResidualCo, in accordance with the Subscription\n\f25-11958-mg      Doc 107      Filed 05/07/26 Entered 05/07/26 10:14:42            Main Document\n                                          Pg 7 of 10\n\n\n\nAgreement, the Reverse Vesting Order, and this Order; (b) perform, consummate, implement, and\n\nfully close the Transaction contemplated by the Subscription Agreement, together with all\n\nadditional instruments and documents that may be reasonably necessary or desirable to implement\n\nthe Subscription Agreement and the Transaction, and to take such additional steps and actions as\n\nmay be necessary or appropriate to the performance of the obligations contemplated by the\n\nSubscription Agreement, all without further order of the Court; (c) cause to be executed and filed\n\nsuch statements, instruments, releases, and other documents with respect to the Excluded Property\n\nthat are necessary or appropriate to effectuate the Transaction, the Reverse Vesting Order, and this\n\nOrder (including, without limitation, amended and restated certificates or articles of incorporation\n\nand by-laws or certificates or articles of amendment, and all such other actions, filings, or\n\nrecordings as may be required under appropriate provisions of the applicable laws of all applicable\n\ngovernmental units or as the Chapter 15 Debtors or the Purchaser may determine are necessary or\n\nappropriate); and (d) cause to be filed, registered, or otherwise recorded a certified copy of the\n\nReverse Vesting Order or this Order to the extent necessary or appropriate, which, once filed,\n\nregistered, or otherwise recorded, shall constitute conclusive evidence of the automatic release of\n\nall encumbrances, except for Retained Liabilities (as defined in the Subscription Agreement)\n\nagainst the Chapter 15 Debtors.\n\n       5.      All persons and entities that are currently in possession of any Excluded Assets (as\n\ndefined in the Subscription Agreement) located in the territorial jurisdiction of the United States\n\nor that are otherwise subject to the jurisdiction of this Court are hereby directed to surrender\n\npossession of such Excluded Assets to ResidualCo on the Closing Date.\n\n       6.      The Releases set forth in the Reverse Vesting Order are hereby recognized by this\n\nCourt and given full force and effect in the United States.\n\f25-11958-mg       Doc 107     Filed 05/07/26 Entered 05/07/26 10:14:42              Main Document\n                                          Pg 8 of 10\n\n\n\n       7.      On the Closing Date, all right, title, and interest of the Chapter 15 Debtors in and\n\nto the Excluded Property shall be transferred to and absolutely vest in ResidualCo without further\n\ninstrument of transfer or assignment, and such transfer shall: (a) be a legal, valid, binding, and\n\neffective transfer of such Excluded Property to ResidualCo; (b) vest all right, title, and interest of\n\nthe Chapter 15 Debtors in the Excluded Property exclusively in ResidualCo; and (c) enjoin any\n\nclaims against the Chapter 15 Debtors or Purchaser related to or arising from any Excluded\n\nProperty and channel any such claims to be asserted solely against ResidualCo.\n\n       8.      Every federal, state, and local governmental agency or department is authorized to\n\naccept (and not impose any fee, charge, or tax in connection therewith) any and all documents and\n\ninstruments necessary or appropriate to consummate the transfer of the Excluded Property to\n\nResidualCo and the Transaction generally. Effective as of the Closing Date, the Reverse Vesting\n\nOrder and this Order shall constitute for any and all purposes a full and complete general\n\nassignment, conveyance, and transfer of the Chapter 15 Debtors\u2019 interests in the Excluded Property\n\nto ResidualCo. The Reverse Vesting Order and this Order are deemed to be in recordable form\n\nsufficient to be placed in the filing or recording system of each and every federal, state, or local\n\ngovernment agency, department, or office.\n\n       9.      This Order (a) shall be effective as a determination that, as of the Closing Date, all\n\nEncumbrances, other than Permitted Encumbrances, have been unconditionally released,\n\ndischarged, and terminated as to the Retained Assets located within the territorial jurisdiction of\n\nthe United States, and (b) is and shall be binding upon and govern the acts of all persons and\n\nentities, including all filing agents, filing officers, title agents, title companies, recorders of\n\nmortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental\n\ndepartments, secretaries of state, federal and local officials, and all other persons and entities who\n\f25-11958-mg       Doc 107      Filed 05/07/26 Entered 05/07/26 10:14:42              Main Document\n                                           Pg 9 of 10\n\n\n\nmay be required by operation of law, the duties of their office, or contract, to accept, file, register,\n\nor otherwise record or release any documents or instruments, or who may be required to report or\n\ninsure any title or state of title in or to any of the Retained Assets located within the territorial\n\njurisdiction of the United States.\n\n        10.     The Purchaser is not and shall not be deemed to: (a) be a legal successor, or\n\notherwise be deemed a successor to any of the Chapter 15 Debtors; (b) have, de facto or otherwise,\n\nmerged with or into any or all of the Chapter 15 Debtors; or (c) be a mere continuation or\n\nsubstantial continuation of any or all of the Chapter 15 Debtors or the enterprise or operations of\n\nany or all of the Chapter 15 Debtors.\n\n        11.     The Purchaser is a good-faith purchaser within the meaning of section 363(m) of\n\nthe Bankruptcy Code and is entitled to all of the protections afforded thereby. The Transaction was\n\nundertaken and entered into by the Chapter 15 Debtors and the Purchaser without collusion and in\n\ngood faith, as that term is defined in section 363(m) of the Bankruptcy Code. As such, the reversal\n\nor modification on appeal of this Order approving the Subscription Agreement shall not affect the\n\nvalidity of the Subscription Agreement, whether or not the Purchaser knew of the pendency of the\n\nappeal, unless this Order was duly and properly stayed pending appeal.\n\n        12.     Neither the Chapter 15 Debtors nor the Purchaser has engaged in any conduct that\n\nwould cause or permit the Subscription Agreement to be avoided or costs and damages to be\n\nimposed under section 363(n) of the Bankruptcy Code.\n\n        13.     Notwithstanding the provisions of Bankruptcy Rule 6004(h) or any applicable\n\nprovisions of the Bankruptcy Rules or Local Rules, this Order shall not be stayed after the entry\n\nhereof, but shall be effective and enforceable immediately upon entry, and the fourteen (14) day\n\nstay provided in Bankruptcy Rule 6004(h) is hereby expressly waived and shall not apply. The\n\f25-11958-mg      Doc 107      Filed 05/07/26 Entered 05/07/26 10:14:42            Main Document\n                                          Pg 10 of 10\n\n\n\nChapter 15 Debtors, the Purchaser, the Monitor, and the Foreign Representative are not subject to\n\nany stay in the implementation, enforcement, or realization of the relief granted in this Order.\n\n       14.     This Court shall retain jurisdiction with respect to any and all matters, claims,\n\nrights, or disputes arising from or related to the implementation or interpretation of this Order or\n\nthe Reverse Vesting Order in the United States. Notwithstanding anything to the contrary in this\n\nOrder, the Reverse Vesting Order, or any other document, this Court shall retain jurisdiction to\n\nhear and determine all disputes which are in any forum or court within the territorial United States\n\ninvolving the existence, nature, scope, or enforcement of any Releases granted in the Reverse\n\nVesting Order or recognized by this Order.\n\n\n New York, New York\n Dated: May 7, 2026\n                                          /s/Martin Glenn\n                                          THE HONORABLE MARTIN GLENN\n                                          CHIEF UNITED STATES BANKRUPTCY JUDGE\n\f","ocr_status":2,"date_upload":"2026-05-08T08:45:09.421456-07:00","document_number":"107","attachment_number":null,"pacer_doc_id":"126024517903","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Motion, Approve","acms_document_guid":""}],"date_created":"2026-05-07T07:34:21.633611-07:00","date_modified":"2026-05-19T13:57:13.657785-07:00","date_filed":"2026-05-07","time_filed":"10:14:42","entry_number":107,"recap_sequence_number":"2026-05-07.001","pacer_sequence_number":368,"description":"Order, Signed on 5/7/2026, Granting Foreign Representative's Motion for Entry of an Order (I) Recognizing and Enforcing the Approval and Reverse Vesting Order; (II) Approving the Transfer of the Debtors' Excluded Property; and (III) Granting Related Relief (Related Doc # 91). 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Golden\n    Mary F. Caloway (admitted pro hac vice)\n    PACHULSKI STANG ZIEHL & JONES LLP\n    1700 Broadway, 36th Floor\n    New York, New York 10019\n    Telephone: 212-561-7700\n    Facsimile: 212-561-7777\n\n    Counsel to the Foreign Representative\n\nUNITED STATES BANKRUPTCY COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nIn re:                                                              Chapter 15\n\nIOVATE HEALTH SCIENCES                                              Case No. 25-11958 (MG)\nINTERNATIONAL INC., 1 et al.\n                                                                    (Jointly Administered)\n                    Debtors in a Foreign Proceeding.\n\n\n      REPLY IN SUPPORT OF THE FOREIGN REPRESENTATIVE\u2019S MOTION FOR\n     ENTRY OF AN ORDER: (I) RECOGNIZING AND ENFORCING THE APPROVAL\n      AND REVERSE VESTING ORDER; (II) APPROVING THE TRANSFER OF THE\n     DEBTORS\u2019 EXCLUDED PROPERTY; AND (III) GRANTING RELATED RELIEF\n\n\n\n\n1\n          The Debtors in the Canadian Proceeding, along with the last four digits of each Debtor\u2019s United States Tax\n          Identification Number or Canadian Business Number, as applicable, are as follows: (i) Iovate Health Sciences\n          International Inc. (0696); (ii) Iovate Health Sciences U.S.A. Inc. (3542); and (iii) Northern Innovations\n          Holding Corp. (3909).\n\n\n4910-2263-5635.3 42848.00001                               i\n\f25-11958-mg            Doc 102     Filed 05/04/26 Entered 05/04/26 09:35:17                  Main Document\n                                                Pg 2 of 8\n\n\n\n          Iovate Health Sciences International Inc., in its capacity as the authorized foreign\n\nrepresentative (the \u201cForeign Representative\u201d) of the above-captioned foreign debtors in respect of\n\nthe Canadian Proceeding 2 pending before the Ontario Superior Court of Justice (Commercial List)\n\n(the \u201cCanadian Court\u201d), by and through its undersigned counsel, respectfully submits this reply\n\n(the \u201cReply\u201d) in support of the Foreign Representative\u2019s Motion for Entry of an Order: (I)\n\nRecognizing and Enforcing the Approval and Reverse Vesting Order; (II) Approving the Transfer\n\nof the Debtors\u2019 Excluded Property, and (III) Granting Related Relief [Docket No. 91] (the\n\n\u201cMotion\u201d) and in response to the limited objection to the Motion [Docket No. 101] (the \u201cLimited\n\nObjection\u201d) filed by TSI Group Co., Ltd. and certain of its affiliates (collectively, \u201cTSI\u201d). In\n\nsupport of the Reply, the Foreign Representative respectfully states as follows:\n\n                                                    REPLY\n\n          1.        In its Limited Objection, TSI\u2014a vendor to and contract counterparty of the\n\nCanadian Debtors\u2014essentially raises three issues in opposition to the Motion, none of which are\n\navailing. As detailed below, recognition and enforcement of the Reverse Vesting Order\u2014without\n\nany amendment or modification to the contract assumption process contained therein\u2014does not\n\nrender the Reverse Vesting Order incapable of recognition simply because TSI did not receive\n\nnotice of the Canadian Motion. 3 Further, even if TSI should have received notice of the Canadian\n\nMotion under Canadian law (which the Foreign Representative denies was required but, in any\n\nevent, a matter that TSI should address with the Canadian Court, if necessary), it is not subjected\n\nto any \u201cundue prejudice\u201d by the Reverse Vesting Order by virtue of the fact that the Purchaser has\n\nuntil two days before the closing of the Transaction to designate (or de-designate) Retained\n\n\n\n2\n          Capitalized terms used but not defined herein are intended to have the meanings ascribed to them in the\n          Motion.\n3\n          As TSI concedes, the Foreign Representative provided notice of the instant Motion to TSI.\n\n\n4910-2263-5635.3 42848.00001                            1\n\f25-11958-mg            Doc 102       Filed 05/04/26 Entered 05/04/26 09:35:17                      Main Document\n                                                  Pg 3 of 8\n\n\n\nContracts. Finally, even if TSI was permitted to take discovery in a chapter 15 proceeding, the\n\nCourt should decline the request\u2014particularly where (as here) TSI has not provided the Foreign\n\nRepresentative or the Court the legal basis for such discovery, much less copies of the actual\n\ndiscovery (or even discovery targets) it seeks to propound.\n\n           2.       First, TSI states that it was not served with the Canadian Motion by the Canadian\n\nDebtors before the Reverse Vesting Order was issued, appearing to argue that such lack of service\n\non it renders recognition of the Reverse Vesting Order in these Chapter 15 Cases contrary to public\n\npolicy. While it is true that TSI was not served with the Canadian Motion by the Canadian Debtors,\n\nwhether, under Canadian law, TSI was entitled to such notice is a matter for the Canadian Court.\n\nTo the Foreign Representative\u2019s knowledge, no United States court has refused to recognize a\n\nCanadian court\u2019s order under the \u201cpublic policy exception\u201d of section 1506 on account of a\n\ndeprivation of due process under Canadian law, which the Foreign Representative denies took\n\nplace here. Indeed, as this Court has recognized, \u201c[b]ankruptcy proceedings in Canada [have] time\n\nand again [been] found to conform to high standards of due process.\u201d 4 If, as TSI asserts, \u201ca known\n\ncounterparty with continued postpetition dealings\u201d like TSI \u201cought to have [been] served\u201d 5 prior\n\nto the issuance of the Reverse Vesting Order, that is a matter it should raise with the Canadian\n\nCourt. 6\n\n           3.       Contrary to TSI\u2019s argument, neither of the two cases it cites are \u201cinstructive on the\n\npresent matter.\u201d 7        In Nexgenesis, the court declined to enforce an ex parte \u201cpre-judgment\n\n\n4\n           In re Asbestos Corp. Ltd., 674 B.R. 855, 874 (Bankr. S.D.N.Y. 2025); see also In re Sino-Forest Corp., 501\n           B.R. 655, 663 (Bankr. S.D.N.Y. 2013) (\u201cCanadian courts afford creditors a full and fair opportunity to be\n           heard in a manner consistent with standards of U.S. due process.\u201d) (quoting In re Metcalfe & Mansfield\n           Alternative Investments, 421 B.R. 685, 698 (Bankr. S.D.N.Y. 2010)).\n5\n           Limited Objection at \u00b6 16.\n6\n           To that end, TSI\u2019s paragraph of citations to Canadian law and jurisprudence \u201cregarding the adequacy of\n           notice provided to contractual counterparties at approval and vesting order hearings\u201d is best directed to the\n           Canadian Court. See Limited Objection at \u00b6 16.\n7\n           Limited Objection at \u00b6 14.\n\n\n4910-2263-5635.3 42848.00001                                2\n\f25-11958-mg            Doc 102      Filed 05/04/26 Entered 05/04/26 09:35:17                      Main Document\n                                                 Pg 4 of 8\n\n\n\nattachment against non-debtors\u2019 assets in furtherance of unadjudicated claims for damages against\n\nthose non-debtors\u201d that was issued in a Brazilian proceeding. 8 Among other reasons for the court\u2019s\n\ndeclining to grant enforcement and comity to such attachment was that, as contemplated by section\n\n1506 of the Bankruptcy Code, the attachment violated two \u201cbasic public policies of the United\n\nStates\u201d, neither of which is present here: (a) personal jurisdiction over a party cannot be exercised\n\nwithout demonstrating that party\u2019s minimum contacts with the forum; and (b) that U.S. citizens\n\nand companies\u2019 assets cannot be frozen prior to a judgment on a claim for money damages. 9\n\n          4.        The other case, Toft, is even less apposite. In Toft, a German insolvency court\n\nissued an ex parte order authorizing the insolvency administrator (who was also the foreign\n\nrepresentative) to intercept the debtor\u2019s postal and electronic mail. 10 The foreign representative\n\nthen obtained an ex parte order from the English High Court of Justice recognizing and enforcing\n\nthe German order and then moved in the United States\u2014also on an ex parte basis\u2014for the same\n\nrelief. 11     Describing the requested relief as \u201ca wiretap of [the debtor\u2019s] future email\n\ncorrespondence,\u201d 12 Judge Gropper declined to grant recognition to the German court\u2019s order\n\nbecause, among other reasons, the relief requested would violate U.S. law and \u201cmight subject the\n\nForeign Representative or his U.S. agents and possibly an ISP disclosing the debtor\u2019s emails, to\n\nU.S. criminal liability.\u201d 13 Toft does not stand for the proposition that recognizing and enforcing\n\nan order issued ex parte by a foreign court falls into the public policy exception of section 1506,\n\n\n\n8\n          In re Nexgenesis Holdings Ltda., 662 B.R. 406, 413 (Bankr. S.D. Fla. 2024) (emphasis in original).\n9\n          Nexgenesis, 662 B.R. at 419.\n10\n          In re Toft, 453 B.R. 186, 188 (Bankr. S.D.N.Y. 2011).\n11\n          Toft, 453 B.R. at 189.\n12\n          Id.\n13\n          Id. at 189. See also id. at 198 (\u201cHere, however, the relief sought by the Foreign Representative is banned\n          under U.S. law, and it would seemingly result in criminal liability under the Wiretap Act and the Privacy Act\n          for those who carried it out. The relief sought would directly compromise privacy rights subject to a\n          comprehensive scheme of statutory protection, available to aliens, built on constitutional safeguards\n          incorporated in the Fourth Amendment as well as the constitutions of many States.\u201d).\n\n\n4910-2263-5635.3 42848.00001                               3\n\f25-11958-mg            Doc 102        Filed 05/04/26 Entered 05/04/26 09:35:17       Main Document\n                                                   Pg 5 of 8\n\n\n\nas TSI appears to argue in the Limited Objection. Rather, it was the ex parte nature of the\n\nrecognition relief sought in the United States that Judge Gropper found objectionable. 14 No such\n\nconcerns are present here, as evidenced by the notice of the Motion provided to TSI.\n\n          5.        Second, TSI argues that it is put at \u201cundue risk\u201d because of the \u201cadvance financial\n\noutlay from TSI\u201d that is required of it as a vendor, particularly as to \u201cUS$800,000 in postpetition\n\norders in production for delivery this summer.\u201d 15 Thus, TSI argues, the Canadian Debtors \u201cshould\n\nconfirm contract assumption (or rejection) and the amount and payment of cure owing to TSI prior\n\nto the\u201d hearing on the Motion. 16 In the first instance, TSI is not bearing any unique risk as\n\ncompared to any other vendor or contract counterparty because the Canadian Debtors can and will\n\npay any amounts related to the Canadian Debtors\u2019 postpetition orders\u2014whether or not the\n\nCanadian Debtors\u2019 agreements with TSI are Retained Contracts. Additionally, pursuant to the\n\nSubscription Agreement, all Post-Filing Claims are retained by the Principal Entities as Retained\n\nLiabilities.\n\n          6.        Thus, as with all of the Canadian Debtors\u2019 other contract counterparties, the only\n\nquestions facing TSI are whether their agreements will be Retained Contracts and, if so, whether\n\nthere is any dispute as to the Cure Cost owing to TSI thereunder. As to the treatment of any\n\nprepetition amounts owing from the Canadian Debtors to TSI, TSI is not entitled to any \u201cgreater\n\nprocess and protections than have been provided or are proposed in the RVO.\u201d 17 In fact, there is\n\nfunctionally no difference between the contract designation process contemplated by the\n\nSubscription Agreement and Reverse Vesting Order and the process normally used in plenary\n\n\n\n\n14\n          Id. at 200.\n15\n          Limited Objection at \u00b6 4.\n16\n          Id. at \u00b6 5.\n17\n          Id. at \u00b6 13.\n\n\n4910-2263-5635.3 42848.00001                         4\n\f25-11958-mg            Doc 102      Filed 05/04/26 Entered 05/04/26 09:35:17                       Main Document\n                                                 Pg 6 of 8\n\n\n\nchapter 11 cases, including chapter 11 cases before this Court. 18 Pursuant to the Subscription\n\nAgreement, as approved by the Reverse Vesting Order, the Purchaser has until two (2) business\n\ndays prior to the closing of the Transaction to designate the \u201cRetained Contracts\u201d to be retained by\n\nthe Canadian Debtors. 19 All Cure Costs (defined as \u201cthe amounts, if any, that are required to cure\n\nany monetary defaults of the Principal Entities under any Retained Contract\u201d) 20 are Retained\n\nLiabilities that must therefore be paid by the Canadian Debtors. 21 If there is a dispute as to the\n\nCure Cost owed to TSI, the Canadian Court will resolve it. And if TSI\u2019s agreements with the\n\nCanadian Debtors are determined to be Excluded Contracts, then TSI will hold a claim against\n\nResidualCo. Accordingly, the Foreign Representative respectfully submits that there is no basis\n\nfor this Court to deny recognition and enforcement of the Reverse Vesting Order on this basis\u2014\n\nmuch less delay such recognition solely on one counterparty\u2019s account. 22\n\n          7.        Finally, if TSI does not receive the confirmation of the treatment of its agreements\n\nprior to the hearing on the Motion, it argues that it should be authorized to conduct discovery \u201cso\n\nthat TSI can determine Iovate\u2019s (and the purchaser\u2019s) actual intentions.\u201d 23 In support of this\n\nrequest, TSI relies on In re Golden Sphinx Ltd., Case No. 2:22-bk-14320-NB, 2023 WL 2823391\n\n\n\n\n18\n          See, e.g., In re Publishers Clearing House LLC, Case No. 25-10694 (MG), Docket No. 177 at \u00b6 16 (Bankr.\n          S.D.N.Y. June 30, 2025) (approving assumption and assignment of executory contracts in connection with\n          asset sale and permitting the purchaser to \u201cadd or remove any contract from the list of Assigned Contracts\u201d\n          prior to the Closing Date); In re Hermitage Offshore Svcs. Ltd., Case No. 20-11850 (MG), Docket No. 162\n          at \u00b6 16 (Bankr. S.D.N.Y. Oct. 15, 2020) (approving assumption and assignment of executory contracts in\n          connection with asset sale and permitting the purchaser to unilaterally remove any contract from the list of\n          assumed contracts until closing).s\n19\n          Subscription Agreement at \u00a7\u00a7 1.1(dddd), 2.2(f) and Schedule 1.1(dddd) thereto.\n20\n          Id. at \u00a7 1.1(cc).\n21\n          Id. at \u00a7 2.3(c).\n22\n          The Foreign Representative provided notice of the Motion to the Master Service List (which includes all of\n          the United States Debtors\u2019 known and potential creditors in the United States) and service of the Motion itself\n          to the Core Notice Parties and all counterparties to the Debtors\u2019 executory contracts and unexpired leases\n          who are (x) located in the United States and/or (y) doing business with a United States Debtor. See Motion\n          at \u00b6 61; see also Docket Nos. 98 and 100. TSI was the only party to object to the Motion and no parties\n          informally contacted counsel to the Foreign Representative regarding the Motion.\n23\n          Limited Objection at \u00b6 15.\n\n\n4910-2263-5635.3 42848.00001                                5\n\f25-11958-mg            Doc 102    Filed 05/04/26 Entered 05/04/26 09:35:17           Main Document\n                                               Pg 7 of 8\n\n\n\n(Bankr. C.D. Cal. Mar. 31, 2023) for the proposition that \u201cRule 2004 applies in Chapter 15 cases\n\nand that limited discovery may be available to parties other than the foreign representative in\n\ncertain circumstances.\u201d 24 However, Golden Sphinx does not support the relief that TSI seeks;\n\nthere, Judge Bason noted that the bulk of authority \u201csupport[s] the conclusion that Rule 2004 does\n\napply in chapter 15 cases, although generally those holdings have arisen from the foreign\n\nrepresentatives\u2019 Rule 2004 discovery, not other parties\u2019 attempts to use Rule 2004.\u201d 25\n\n          8.        In Golden Sphinx, while noting that the \u201cCourt can conceive of scenarios in which\n\nit might be appropriate for a creditor to seek discovery in\u201d a chapter 15 proceeding, the court\n\ndeclined to permit the requesting party to do so.26 Judge Bason suggested that such scenarios\n\nwhere chapter 15 discovery could be propounded by a party other than a foreign representative\n\ninclude (a) where the foreign court requested the chapter 15 court oversee a discovery dispute or\n\nenforce one of its discovery orders, (b) where the discovery was brought in a contested matter or\n\nadversary proceeding (in which case \u201cthe Rule 7000 series discovery rules probably would apply,\n\nrather than Rule 2004\u201d), or (c) if the party seeking discovery \u201cpresents sufficient evidence to\n\nsuspect the existence of a fraudulent transfer claim that the foreign representatives were wrongfully\n\nrefusing to pursue.\u201d 27\n\n          9.        Assuming any party other than the Foreign Representative is even entitled to obtain\n\ndiscovery in these Chapter 15 Cases, TSI\u2019s desire to do so in order to discern the Purchaser\u2019s future\n\nintentions under the Subscription Agreement is plainly not the \u201climited circumstance\u201d\n\ncontemplated by Golden Sphinx.             And, even if it was, the Foreign Representative cannot\n\nsubstantively reply to TSI\u2019s request to \u201cconduct discovery.\u201d TSI\u2019s request was not made by motion\n\n\n24\n          Id.\n25\n          Golden Sphinx, 2023 WL 2823391 at *2 (citing cases).\n26\n          Golden Sphinx, 2023 WL 2823391 at *3.\n27\n          Id.\n\n\n4910-2263-5635.3 42848.00001                            6\n\f25-11958-mg            Doc 102    Filed 05/04/26 Entered 05/04/26 09:35:17          Main Document\n                                               Pg 8 of 8\n\n\n\nor any other formal means and thus the Foreign Representative does not know the statutory or\n\nBankruptcy Rule basis for the discovery, the form TSI contemplates such discovery to take, nor\n\neven the identity of the parties on whom it wishes to serve discovery. \u201c[D]iscovery normally\n\nshould take place in the foreign main proceeding, because Chapter 15 cases are intended to be\n\nancillary proceedings that do not require bankruptcy courts to adjudicate claims or administer\n\ndebtors\u2019 liquidations.\u201d 28 The Court should thus decline TSI\u2019s request to permit it to conduct such\n\ndiscovery here.\n\n                                             CONCLUSION\n\n          10.       For these reasons, the Foreign Representative respectfully requests that the Court\n\n(a) grant the relief sought in the Motion; (b) overrule the Limited Objection; and (c) enter the\n\nProposed Order.\n\n\nDated: May 4, 2026                        Respectfully submitted,\n\n                                                  PACHULSKI STANG ZIEHL & JONES LLP\n\n\n                                                  By: _/s/ Steven W. Golden____________________\n                                                      Steven W. Golden\n                                                      Mary F. Caloway (admitted pro hac vice)\n                                                      1700 Broadway, 36th Floor\n                                                      New York, New York 10019\n                                                      Telephone: 212-561-7700\n                                                      Facsimile: 212-561-7777\n\n                                                  Counsel to the Foreign Representative\n\n\n\n\n28\n          Golden Sphinx, 2023 WL 2823391 at *3.\n\n\n4910-2263-5635.3 42848.00001                        7\n\f","ocr_status":2,"date_upload":"2026-05-05T08:26:35.011762-07:00","document_number":"102","attachment_number":null,"pacer_doc_id":"126024510116","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply","acms_document_guid":""}],"date_created":"2026-05-04T07:04:17.582188-07:00","date_modified":"2026-05-19T13:57:13.128733-07:00","date_filed":"2026-05-04","time_filed":"09:35:17","entry_number":102,"recap_sequence_number":"2026-05-04.001","pacer_sequence_number":344,"description":"Reply to Motion / Reply in Support of the Foreign Representative's Motion for Entry of an Order: (I) Recognizing and Enforcing the Approval and Reverse Vesting Order; (II) Approving the Transfer of the Debtors' Excluded Property; and (III) Granting Related Relief (related document(s)91) filed by Steven William Golden on behalf of Iovate Health Sciences International Inc.. (Golden, Steven) (Entered: 05/04/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/462829473/","id":462829473,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477953922/","id":477953922,"tags":[],"absolute_url":"/docket/71301647/103/iovate-health-sciences-international-inc/","date_created":"2026-05-04T07:04:16.667059-07:00","date_modified":"2026-05-19T13:57:13.215964-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"103","attachment_number":null,"pacer_doc_id":"126024510135","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice, Agenda","acms_document_guid":""}],"date_created":"2026-05-04T07:04:16.633778-07:00","date_modified":"2026-05-19T13:57:13.191344-07:00","date_filed":"2026-05-04","time_filed":"09:45:26","entry_number":103,"recap_sequence_number":"2026-05-04.002","pacer_sequence_number":347,"description":"Notice of Agenda of Matters Scheduled for Hearing on May 6, 2026 at 10:00 A.M. (Eastern Time) (related document(s)95, 91, 102, 101, 93, 92, 97, 99) filed by Steven William Golden on behalf of Iovate Health Sciences International Inc.. (Golden, Steven) (Entered: 05/04/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/462445735/","id":462445735,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/477560560/","id":477560560,"tags":[],"absolute_url":"/docket/71301647/101/iovate-health-sciences-international-inc/","date_created":"2026-04-29T18:03:38.276331-07:00","date_modified":"2026-05-19T13:57:13.086259-07:00","sha1":"1fb69dcfa924c6e7946879f73013a8d1573c4d10","page_count":24,"file_size":1775727,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.101.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.101.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"25-11958-mg          Doc 101        Filed 04/29/26 Entered 04/29/26 20:32:37                      Main Document\n                                                Pg 1 of 24\n\n\n\n    Sam J. Alberts (pro hac vice pending)                    David K. Shim\n    DENTONS US LLP                                           DENTONS US LLP\n    1900 K Street, NW                                        1221 Avenue of the Americas\n    Washington, DC 20006                                     New York, NY 10020\n    Telephone: (202) 408-7004                                Telephone: (212) 398-4866\n    Email: sam.alberts@dentons.com                           Email: david.shim@dentons.com\n\nCounsel to TSI Group Co., Ltd\n\n                              UNITED STATES BANKRUPTCY COURT\n                               SOUTHERN DISTRICT OF NEW YORK\n\n\n\n     In re:                                                        Chapter 15\n\n     IOVATE HEALTH SCIENCES                                        Case No. 25-11958 (MG)\n     INTERNATIONAL INC., et al.1\n                                                                   (Jointly Administered)\n     Debtors in a Foreign Proceeding.\n                                                                   RE: Docket No. 91\n\n\n                          LIMITED OBJECTION, RESERVATION OF\n                        RIGHTS, AND REQUEST FOR RELATED RELIEF\n\n          TSI Group Co., Ltd. and certain related affiliates, including TSI USA Inc. and Metabolic\n\nTechnologies, Inc. (collectively, \u201cTSI\u201d), by and through its undersigned counsel, hereby files a\n\nlimited objection and reservation of rights (collectively, the \u201cResponse\u201d) to the Foreign\n\nRepresentative\u2019s Motion for Entry of an Order: (I) Recognizing and Enforcing the Approval and\n\nReverse Vesting Order; (II) Approving the Transfer of the Debtors\u2019 Excluded Property; and (III)\n\nGranting Related Relief, filed on April 15, 2026 [Docket No. 91] (the \u201cMotion\u201d), and states as\n\nfollows:\n\n\n\n\n1\n The Chapter 15 Debtors in the Canadian Proceeding, along with the last four digits of each Debtor\u2019s United States\nTax Identification Number or Canadian Business Number, as applicable, are as follows: (i) Iovate Health Sciences\nInternational, Inc. (0696); (ii) Iovate Health Sciences U.S.A. Inc. (3542); and (iii) Northern Innovations Holding Corp.\n(3909).\n\f25-11958-mg      Doc 101     Filed 04/29/26 Entered 04/29/26 20:32:37             Main Document\n                                         Pg 2 of 24\n\n\n\n                               PRELIMINARY STATEMENT\n\n        1.     TSI provides products and materials to and for the benefit of Iovate Health Sciences\n\nInternational, Inc., including Softgel capsules, FZZR effervescent microbeads, and unfinished\n\ningredients (as described in more detail below). Softgels, which account for the majority of the\n\nproduct, are produced and distributed to Iovate pursuant to an exclusive license and supply\n\nagreement. Because Softgels are produced overseas in China, TSI incurs costs and risks until these\n\nproducts are finished and picked up by Iovate in California.\n\n        2.     Based upon information and belief, Iovate desires to do business with TSI after the\n\nproposed RVO (Reverse Vesting Order) and related sale transaction closes. To date, however,\n\nIovate has not confirmed that it will assume the contractual agreements with TSI or pay the cure\n\namount owed to TSI. And, under the proposed RVO, contract designation is not required until two\n\ndays prior to the proposed closing of the RVO transaction. This proposed process puts TSI at undue\n\nrisk.\n\n        3.     Further, despite being known to the Debtors and the Monitor, neither TSI nor its\n\nlegal counsel was served with the RVO motion filed in Canada and was not otherwise informed\n\nof the RVO transaction until after the RVO motion was granted in Canada, when it was served\n\nwith the current Motion. As such, TSI did not have an opportunity to raise concerns or be heard\n\nwith respect to the RVO before that motion was addressed in Canada. A copy of the service list\n\nwith respect to the RVO motion filed in Canada is attached hereto as Exhibit 1.\n\n        4.     At bottom, TSI is amenable to continuation of the business relationship. However,\n\nas currently structured, the RVO and contractual assumption process are procedurally inadequate\n\nand put TSI at undue risk. Softgels require production lead time and advance financial outlay from\n\nTSI. Iovate has approximately US$800,000 in postpetition orders in production for delivery this\n\n\n\n                                                2\n\f25-11958-mg      Doc 101    Filed 04/29/26 Entered 04/29/26 20:32:37           Main Document\n                                        Pg 3 of 24\n\n\n\nsummer. In addition, there is US$733,095 in unpaid prepetition obligations for Softgels and\n\nanother product called FZZR (as described in more detail below).\n\n       5.     To address these issues, Iovate should confirm contract assumption (or rejection)\n\nand the amount and payment of cure owing to TSI prior to the current May 6, 2026 hearing date.\n\nIf such confirmation does not occur by that date, TSI requests that the Bankruptcy Court permit\n\nTSI leave to conduct expedited limited discovery and delay approval of the Motion until a date\n\nafter such discovery can be completed.\n\n                                         BACKGROUND\n\n       6.     On September 5, 2025, Iovate Health Sciences International Inc. (\u201cIovate\n\nInternational,\u201d and, in its capacity as the authorized foreign representative, the \u201cForeign\n\nRepresentative\u201d), Iovate Health Sciences U.S.A. Inc. (\u201cIovate US\u201d), and Northern Innovations\n\nHolding Corp. (\u201cNorthern Innovations,\u201d and together with Iovate International and Iovate US, the\n\n\u201cDebtors\u201d) commenced proceedings under section 50.4 of the BIA (the \u201cNOI Proceeding\u201d) by\n\nfiling a Notice of Intention to Make a Proposal (an \u201cNOI\u201d) pursuant to section 50.4 of Canada\u2019s\n\nBankruptcy and Insolvency Act (R.S.C. 1985, c. B-3) (as amended, the \u201cBIA\u201d) in the Ontario\n\nSuperior Court of Justice (Commercial List) (the \u201cCanadian Court\u201d). The Debtors represent that\n\nKSV Restructuring Inc. (\u201cKSV\u201d) consented to serve as the Debtors\u2019 proposal trustee (in such\n\ncapacity, the \u201cProposal Trustee\u201d). Motion, \u00b6 3. The Canadian Court file number for the NOI was\n\nBK-25-03268936-0031.\n\n       7.     On September 9, 2025, the Canadian Court granted an order (the \u201cForeign\n\nRepresentative Order\u201d) approving various requested relief, including authorizing the Foreign\n\nRepresentative to seek relief under Chapter 15 of the United States Bankruptcy Code (the\n\n\u201cBankruptcy Code\u201d). Thereafter, on that same date, the Foreign Representative commenced the\n\n\n\n                                               3\n\f25-11958-mg      Doc 101     Filed 04/29/26 Entered 04/29/26 20:32:37           Main Document\n                                         Pg 4 of 24\n\n\n\nabove-captioned cases under chapter 15 of the Bankruptcy Code for each of the above-named\n\nDebtors, seeking recognition of the NOI Proceeding as a foreign main proceeding under section\n\n1517 of the Bankruptcy Code. After granting provisional relief, the Court entered a formal order\n\ngranting recognition on October 28, 2025 [Docket No. 74].\n\n        8.     On September 25, 2025, undersigned counsel to TSI sent a reclamation notice to\n\nIovate, KSV, and their Canadian and U.S. counsel stating the prepetition obligations then owing\n\nof US$949,247, exclusive of interest, fees, and expenses. A copy is attached hereto as Exhibit 2.\n\nPrior to and after that date, TSI remained in direct communication with Iovate and its counsel\n\n(principally counsel in Canada). Those discussions have resulted in a reduction of the prepetition\n\namounts owing from Iovate to TSI from US$949,247 to US$733,095.\n\n        9.     On October 29, 2025, the Debtors, along with Iovate Holdings and Iovate Health\n\nSciences Australia Pty Ltd., filed a Notice of Motion in the NOI Proceeding seeking to continue\n\nthe case under the Canadian CCAA process. Two days later, on October 31, 2025, the Canadian\n\nCourt heard and approved the conversion of the NOI Proceeding to a CCAA proceeding (the\n\n\u201cCCAA Proceeding\u201d).\n\n        10.    On November 5, 2025, the Foreign Representative filed a motion to amend\n\nrecognition of the NOI Proceeding to the CCAA Proceeding, which was granted on November 11,\n\n2025.\n\n        11.    Thereafter, the Foreign Representative sought and obtained approval of a sale\n\nprocess which ultimately resulted in the RVO.\n\n        12.    Prior to, and throughout, the Canadian and US Chapter 15 insolvency process, TSI\n\nhas provided valuable product to Iovate. These products include:\n\n\n\n\n                                                4\n\f25-11958-mg          Doc 101        Filed 04/29/26 Entered 04/29/26 20:32:37                      Main Document\n                                                Pg 5 of 24\n\n\n\n                  a. Softgels (HMB-Acid), which contain HMB-acid. The Softgels are protected by\n\n                       patents owned by TSI. The Softgels are provided to Iovate under a written\n\n                       exclusive licensing agreement and a terms and conditions agreement. Under\n\n                       this arrangement, TSI sells Softgels exclusively to Iovate, and Iovate purchases\n\n                       Softgels exclusively from TSI. 2 Iovate uses the Softgels in connection with\n\n                       products it sells and distributes.\n\n                  b. FZZR Delivery System (Effervescent Microbeads). The second category of\n\n                       product is TSI\u2019s FZZR delivery system, which consists of effervescent\n\n                       microbeads that carry nutritional ingredients. TSI provides these products to\n\n                       Iovate pursuant to written terms and conditions.\n\n                  c. Unfinished Ingredients (Sold to Contract Manufacturers). The third\n\n                       category of product is unfinished ingredients, which TSI provides directly to\n\n                       Iovate\u2019s contract manufacturers. These shipments are also governed by the\n\n                       terms and conditions agreement. At least some of these sales fall under license\n\n                       agreements between TSI and Iovate that require Iovate to oversee its contract\n\n                       manufacturers and obligate those contract manufacturers to purchase the\n\n                       unfinished ingredients from TSI. This arrangement is also governed by separate\n\n                       license agreements between TSI and the contract manufacturers.\n\n                                                  ARGUMENT\n\n         13.      TSI files this Response out of an abundance of caution, as it understands that Iovate\n\nwishes to continue doing business with it and knows that, to do so, Iovate must assume and cure\n\n\n\n2\n A copy of the license agreements may be provided if necessary, under appropriate protections. However, as their\nexistence and terms should not be in controversy, and due to their business sensitivity, they are not attached herewith.\n\n\n                                                           5\n\f25-11958-mg      Doc 101      Filed 04/29/26 Entered 04/29/26 20:32:37            Main Document\n                                          Pg 6 of 24\n\n\n\nall contracts and amounts. However, due to the production risks and the exclusive licensing rights\n\nat issue, TSI is entitled to greater process and protections than have been provided or are proposed\n\nin the RVO.\n\n       14.     TSI avers that there are at least two US cases instructive on the present matter. The\n\nfirst is In re Nexgenesis Holdings Ltda., 662 B.R. 406 (Bankr. S.D. Fla. 2024), where a Brazilian\n\ncourt had issued an ex parte order freezing assets of individuals and entities that did not have\n\nsufficient contacts with Brazil. The US court found that enforcing the order in the US would be\n\nmanifestly contrary to US public policy because it violated fundamental procedural fairness and\n\njurisdictional principles. The second case is In re Toft, 453 B.R. 186 (Bankr. S.D.N.Y. 2011),\n\nwhere the US court refused to enforce a German mail interception order. The German court had\n\nauthorized the foreign representative to intercept the debtor\u2019s emails without providing notice to\n\nthe debtor. The US court concluded that enforcing this order in the United States would violate\n\nfundamental privacy protections and procedural fairness.\n\n       15.     As noted, TSI believes that this matter can be rectified if Iovate simply designates\n\nTSI\u2019s contracts and cure amount prior to the May 6, 2026 scheduled hearing date. If not, TSI\n\nbelieves discovery can and should be authorized so that TSI can determine Iovate\u2019s (and the\n\npurchaser\u2019s) actual intentions. For example, in In re Golden Sphinx, Ltd., 2023 WL 2823391, at\n\n*3 (Bankr. C.D. Cal. Mar. 31, 2023), the Court found that Rule 2004 applies in Chapter 15 cases\n\nand that limited discovery may be available to parties other than the foreign representative in\n\ncertain circumstances. Here, discovery need not be so formal, provided that responses are provided\n\nwith appropriate representation of veracity and completeness.\n\n       16.     Further, while RVOs are permitted under Canadian law, Canadian courts have\n\nexpressed concern regarding the adequacy of notice provided to contractual counterparties at\n\n\n\n                                                 6\n\f25-11958-mg      Doc 101     Filed 04/29/26 Entered 04/29/26 20:32:37            Main Document\n                                         Pg 7 of 24\n\n\n\napproval and vesting order hearings (see Re PaySlate Inc., 2023 BCSC 608 at paras. 64, 71 and\n\n75; 2022177 Ontario Inc. v. Toronto Hanna Properties Ltd., 2005 CanLII 39320 (ON CA) at para.\n\n53; Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership, 2014 BCSC 945 at para. 88).\n\nMoreover, this issue may be considered consistent with the general principles underlying section\n\n11 of the Companies\u2019 Creditors Arrangement Act (Canada), including the requirement that any\n\norder made further the remedial objectives of the CCAA. Other relevant provisions of Canadian\n\nlaw include Section 36(3) of the CCAA (which sets out the factors for the court to consider,\n\nincluding, among other things, the extent to which the creditors were consulted); subrule 37.07(1)\n\nof the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, as amended (the \u201cCA Rules\u201d) (which\n\nstates that a notice of motion shall be served on any party or other person who will be affected by\n\nthe order sought, unless these rules provide otherwise); and subrule 37.07(5) of the CA Rules\n\n(which permits a court to \u201cadjourn a motion and direct that the notice of motion be served\u201d on any\n\nperson who ought to have been served). As a known counterparty with continued postpetition\n\ndealings, the Debtors ought to have served TSI with notice of the proposed RVO.\n\n\n\n\n                                                7\n\f25-11958-mg      Doc 101      Filed 04/29/26 Entered 04/29/26 20:32:37            Main Document\n                                          Pg 8 of 24\n\n\n\n       WHEREFORE, for the reasons stated above, the Court should grant TSI the relief it has\n\nrequested and such other and further relief as the Court deems just and proper under law and equity.\n\n Dated: April 29, 2026                     Respectfully submitted,\n        New York, New York\n                                                 DENTONS US LLP\n\n                                                 /s/ David K. Shim\n                                                 David K. Shim\n                                                 1221 Avenue of the Americas\n                                                 New York, NY 10020\n                                                 Telephone: (212) 398-4866\n                                                 Email: david.shim@dentons.com\n\n                                                 Sam J. Alberts (pro hac vice pending)\n                                                 1900 K Street, NW\n                                                 Washington, DC 20006\n                                                 Telephone: (202) 408-7004\n                                                 Email: sam.alberts@dentons.com\n\n                                                 Counsel to TSI Group Co., Ltd\n\n\n\n\n                                                 8\n\f25-11958-mg      Doc 101     Filed 04/29/26 Entered 04/29/26 20:32:37            Main Document\n                                         Pg 9 of 24\n\n                                CERTIFICATE OF SERVICE\n\n       I, David K. Shim, hereby certify that on April 29, 2026, I caused to be served copies of the\n\nforegoing documents to all parties consenting to service through the Court\u2019s CM/ECF system.\n\n Dated: April 29, 2026                         DENTONS US LLP\n        New York, New York\n                                               /s/ David K. Shim\n                                               David K. Shim\n                                               1221 Avenue of the Americas\n                                               New York, NY 10020\n                                               Telephone: (212) 398-4866\n                                               Email: david.shim@dentons.com\n\f25-11958-mg   Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37   Main Document\n                                    Pg 10 of 24\n\n\n\n                                   Exhibit 1\n\n                         (Service List With Respect To\n\n                         RVO Motion Filed In Canada)\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37       Main Document\n                                               Pg 11 of 24\n\n\n\n                                                             Court File No. BK-25-03268936-0031\n\n                                            ONTARIO\n                                   SUPERIOR COURT OF JUSTICE\n                                       COMMERCIAL LIST\n\n  IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C.\n                        1985, C. C-36, AS AMENDED\n\n    AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF\n   XIWANG IOVATE HOLDINGS COMPANY LIMITED, IOVATE HEALTH SCIENCES\n      INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE\n     HEALTH SCIENCES AUSTRALIA PTY LTD, AND NORTHERN INNOVATIONS\n                             HOLDING CORP.\n\n                                                                                      Applicants\n\n\n                                           SERVICE LIST\n                                         (as at April 16, 2026)\n\nCHAITONS LLP                                        PACHULSKI STANG ZIEHL & JONES LLP\n5000 Yonge Street, 10th Floor                       919 North Market Street, 17th Floor\nToronto, ON M2N 7E9                                 Wilmington, DE 19801\n\nHarvey Chaiton                                      Steven W. Golden\nTel: (416) 218-1129                                 Tel: (301) 706-7520\nEmail: harvey@chaitons.com                          Email: sgolden@pszjlaw.com\n\nDanish Afroz                                        Jeffrey Dine\nTel : (416) 218-1137                                Tel: (212) 561-7700\nEmail: dafroz@chaitons.com                          Email: jdine@pszjlaw.com\n\nMaleeha Anwar                                       Mary Caloway\nTel: (416) 218-1128                                 Tel: (302) 652-4100\nEmail: manwar@chaitons.com                          Email: mcaloway@pszjlaw.com\n\nLawyers for the Applicants                          U.S. Lawyers for the Applicants\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37      Main Document\n                                               Pg 12 of 24\n\n\n\nBENNETT JONES LLP                                  KPMG INC.\n1 First Canadian Place                             Bay Adelaide Centre\n100 King Street West, Suite 3400                   333 Bay Street, Suite 4600\nToronto, ON, M5X 1A4                               Toronto, ON M5H 2S5\n\nSean Zweig                                         Tim Montgomery\nTel: (416) 777-6254                                Tel: (416) 777-8615\nEmail: zweigs@bennettjones.com                     Email: timmontgomery@kpmg.ca\n\nAndrew Froh                                        Anamika Gadia\nTel : (416) 218-1137                               Tel: (416) 777-3842\nEmail: froha@bennettjones.com                      Email: agadia@kpmg.ca\n\nLawyers for the Majority Shareholder of the        Financial Advisor to the Applicants\nApplicants\n\nKSV RESTRUCTURING INC.                             OSLER, HOSKIN & HARCOURT LLP\n220 Bay St., Suite 1300                            1 First Canadian Place\nToronto, ON M5J 2W4                                100 King Street West, Suite 6200\n                                                   Toronto ON M5X 1B8\nNoah Goldstein\nTel: (416) 844-4842                                Marc Wasserman\nEmail: ngoldstein@ksvadvisory.com                  Tel: (416) 862-4908\n                                                   Email: mwasserman@osler.com\nMurtaza Tallat\nTel: (416) 932-6031                                Michael De Lellis\nEmail: mtallat@ksvadvisory.com                     Tel: (416) 862-5997\n                                                   Email: mdelellis@osler.com\nMonitor\n                                                   Laura Culleton\n                                                   Tel: (416) 862-4264\n                                                   Email: lculleton@osler.com\n\n                                                   Lawyers for the Monitor\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37       Main Document\n                                               Pg 13 of 24\n\n\n\nROYAL BANK OF CANADA                               BLAKE, CASSELS & GRAYDON LLP\n20 King Street West                                199 Bay Street\nToronto, ON M5H 1C4                                Commerce Court West, Suite 4000\n                                                   Toronto, ON M5L 1A9\nAndrew O\u2019Coin\nTel: (905) 251-9394                                Chris Burr\nEmail: andrew.ocoin@rbc.com                        Tel: (416) 863-3261\n                                                   Email: chris.burr@blakes.com\nMatthew Sheppard\nEmail: matthew.sheppard@rbc.com                    Jules Monteyne\n                                                   Tel: (416) 863-2513\nAdministrative Agent for Applicants\u2019 Lenders       Email: jules.monteyne@blakes.com\n\n                                                   Lawyers for Royal Bank of Canada as\n                                                   Administrative Agent\n\nFTI CONSULTING                                     DAVIES WARD PHILLIPS & VINEBERG\n79 Wellington St. W., Suite 2010                   LLP\nP.O. Box 104                                       155 Wellington St W, 40th Floor\nToronto, ON M5K 1G8                                Toronto, ON M5V 3J7\n\nJodi Porepa                                        Chenyang Li\nTel: (437) 332-5743                                Tel: (416) 367-7623\nEmail: jodi.porepa@fticonsulting.com               Email: cli@dwpv.com\n\nAdam Gasch                                         Natasha MacParland\nEmail: Adam.Gasch@fticonsulting.com                Tel: (416) 863-5567\n                                                   Email: nmacparland@dwpv.com\nFinancial Advisors to the Lenders\n                                                   Lawyers for Orgain, Inc.\n\nWALMART INC.                                       KUTAK ROCK LLP\n                                                   1277 E. Joyce Blvd., Suite 300\nEmail: vendorgarnTPS@walmart.com                   Fayetteville, AR 72703\n\n                                                   Caleb Sugg\n                                                   Tel: (479) 695-1967\n                                                   Email: Caleb.Sugg@KutakRock.com\n\n                                                   Lawyers for Walmart Inc.\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37    Main Document\n                                               Pg 14 of 24\n\n\n\nCANADA REVENUE AGENCY                              HIS MAJESTY THE KING IN RIGHT OF\nc/o Department of Justice                          THE PROVINCE OF ONTARIO AS\nTax Law Services Division                          REPRESENTED BY THE MINISTER OF\n120 Adelaide Street West, Suite 400                FINANCE\nToronto, Ontario M5H 1T1                           Insolvency Unit\n                                                   33 King Street West, 6th floor\nTessania Lawrence                                  Oshawa, Ontario L1H 8H5\nEmail: tessania.lawrence@justice.gc.ca;\nAGC-PGC.Toronto-Tax-Fiscal@justice.gc.ca;          Steven Groeneveld\nEdward.Park@justice.gc.ca                          Tel: (905) 431-8380\n                                                   Email: steven.groeneveld@ontario.ca;\n                                                   insolvency.unit@ontario.ca\n\nOFFICE OF THE SUPERINTENDENT OF                    HEALTH CANADA - NATURAL AND NON-\nBANKRUPTCY                                         PRESCRIPTION HEALTH PRODUCTS\n25 St. Clair Avenue \u2013 East (6th Floor)             DIRECTORATE\nToronto, ON M4T 1M2                                2 Constellation Drive\n                                                   Ottawa, ON K2G 5J9\nEmail: osbservice-bsfservice@ised-isde.gc.ca\n                                                   Email: nnhpd-dpsnso@hc-sc.gc.ca\n\nFOOD AND DRUG ADMINISTRATION                       COMMAND NUTRITIONALS\n(FDA)                                              10 Washington Avenue\nOffice of Dietary Supplement Programs, HFS-        Fairfield NJ, 07004\n810\nFood and Drug Administration                       Scott Biedron\n5001 Campus Dr                                     Email: sbiedron@commandnutritionals.com\nCollege Park, MD 20740\n                                                   Creditor\nEmail: ODSP@fda.hhs.gov\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37      Main Document\n                                               Pg 15 of 24\n\n\n\nLOWENSTEIN SANDLER LLP                             CASSELS BROCK & BLACKWELL LLP\n1 Lowenstein Drive                                 Suite 3200, Bay Adelaide Centre \u2013 North Tower\nRoseland, New Jersey 07068                         40 Temperance Street\n                                                   Toronto, ON M5H 0B4\nJeffery D. Prol\nEmail: jprol@lowenstein.com                        Natalie Levine\n                                                   Tel: (416) 860-2976\nLawyers for Command Nutritionals                   Email: nlevine@cassels.com\n\n                                                   Eva Hyderman\n                                                   Tel: (416) 860-2920\n                                                   Email: ehyderman@cassels.com\n\n                                                   Lawyers for Valentine Enterprises, Inc. and\n                                                   Actus Nutrition\n\nLOOPSTRA NIXON LLP                                 LOOPSTRA NIXON LLP\n130 Adelaide St West \u2013 Suite 2800                  130 Adelaide St West \u2013 Suite 2800\nToronto, ON M5H 3P5                                Toronto, ON M5H 3P5\n\nGraham Phoenix                                     Graham Phoenix\nTel: (416) 746-4710                                Tel: (416) 746-4710\nEmail: gphoenix@LN.law                             Email: gphoenix@LN.law\n\nShahrzad Hamraz                                    Lawyers for Wesley Parris\nTel: (416) 748-5116\nEmail: shamraz@LN.law\n\nLawyers for Radius Packaging Inc.\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37      Main Document\n                                               Pg 16 of 24\n\n\n\nTHORNTON GROUT FINNIGAN LLP                        AIRD & BERLIS LLP\n100 Wellington St W #3200                          Brookfield Place\nToronto, ON M5K 1K7                                181 Bay Street, Suite 1800\n                                                   Toronto, ON M5J 2T9\nLeanne Williams\nTel: (416) 304-0060                                Kyle Plunkett \u2013 LSO No. 61044N\nEmail: lwilliams@tgf.ca                            Email: kplunkett@airdberlis.com\n                                                   Tel: (416) 865-3406\nLawyers for Kenco Logistic Services, LLC\n                                                   Mark van Zandvoort \u2013 LSO No. 59120U\n                                                   Email: mvanzandvoort@airdberlis.com\n                                                   Tel: (416) 865-4742\n\n                                                   Kieran Moloney \u2013 LSO No. 92686W\n                                                   Email: kmoloney@airdberlis.com\n                                                   Tel: (416) 865-3422\n\n                                                   Lawyers for Chunhua Jingxi (Tianjin) Investment\n                                                   Centre (Limited Partnership)\n\nNORTON ROSE FULBRIGHT LLP                          DENTONS CANADA LLP\n222 Bay St. Suite 3000                             1 Place Ville Marie, 39th Floor\nToronto, ON M5K 1E7                                Montr\u00e9al, Quebec H3B 4M7\n\nEvan Cobb                                          Eric Stachecki\nTel: (416) 216-1929                                Tel: (514) 878-8880\nEmail: evan.cobb@nortonrosefulbright.com           Email: eric.stachecki@dentons.com\n\nLawyers for the Board of Directors of Xiwang       Antoine Sigouin (Paralegal)\nIovate Holdings Company Limited                    Email: antoine.sigouin@dentons.com\n\n                                                   Lawyers for Amazon Advertising LLC\n\n\n\n\n  LEGAL_1:104099243.17\n\f  25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37   Main Document\n                                               Pg 17 of 24\n\n\n\nDENTONS CANADA LLP                                 BC MINISTRY OF ATTORNEY GENERAL\n77 King Street West, Suite 400                     2nd floor \u2013 1001 Douglas Street\nToronto, ON, M5K 0A1                               Victoria, BC V8W 2C5\n\nKenneth Kraft                                      Aaron Welch\nTel: (416) 863-4374                                Tel: (250) 356-8589\nEmail: kenneth.kraft@dentons.com                   Email: aaron.welch@gov.bc.ca;\n                                                   AGLSBRevTaxInsolvency@gov.bc.ca\nLinda Fraser-Richardson\nTel: (416) 863-4499\nEmail: l.fraser-richardson@dentons.com\n\nLawyers for Cherry Pick Talent SEZC\n\n\n\n\n  LEGAL_1:104099243.17\n\f25-11958-mg            Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37   Main Document\n                                             Pg 18 of 24\n\n\n\n                                      EMAIL ADDRESSES:\n\nharvey@chaitons.com; dafroz@chaitons.com; manwar@chaitons.com; sgolden@pszjlaw.com;\njdine@pszjlaw.com; mcaloway@pszjlaw.com; zweigs@bennettjones.com;\nfroha@bennettjones.com; timmontgomery@kpmg.ca; agadia@kpmg.ca;\nngoldstein@ksvadvisory.com; mtallat@ksvadvisory.com; mwasserman@osler.com;\nmdelellis@osler.com; lculleton@osler.com; andrew.ocoin@rbc.com;\nmatthew.sheppard@rbc.com; chris.burr@blakes.com; jules.monteyne@blakes.com;\njodi.porepa@fticonsulting.com; Adam.Gasch@fticonsulting.com; cli@dwpv.com;\nnmacparland@dwpv.com; vendorgarnTPS@walmart.com; Caleb.Sugg@KutakRock.com;\ntessania.lawrence@justice.gc.ca; AGC-PGC.Toronto-Tax-Fiscal@justice.gc.ca;\nEdward.Park@justice.gc.ca; steven.groeneveld@ontario.ca; insolvency.unit@ontario.ca;\nosbservice-bsfservice@ised-isde.gc.ca; ODSP@fda.hhs.gov; nnhpd-dpsnso@hc-sc.gc.ca;\nsbiedron@commandnutritionals.com; jprol@lowenstein.com; nlevine@cassels.com;\nehyderman@cassels.com; gphoenix@LN.law; shamraz@LN.law; lwilliams@tgf.ca;\nkplunkett@airdberlis.com; mvanzandvoort@airdberlis.com; kmoloney@airdberlis.com ;\nevan.cobb@nortonrosefulbright.com ; eric.stachecki@dentons.com ;\nantoine.sigouin@dentons.com ; kenneth.kraft@dentons.com ; l.fraser-richardson@dentons.com;\naaron.welch@gov.bc.ca; AGLSBRevTaxInsolvency@gov.bc.ca;\n\n\n\n\nLEGAL_1:104099243.17\n\f25-11958-mg   Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37   Main Document\n                                    Pg 19 of 24\n\n\n\n                                   Exhibit 2\n\n                   (September 25, 2025, Reclamation Notice)\n\f25-11958-mg       Doc 101     Filed 04/29/26 Entered 04/29/26 20:32:37              Main Document\n                                          Pg 20 of 24\n                              Sam J. Alberts                                               Dentons US LLP\n                              Partner                                                    1900 K Street, NW\n                                                                                     Washington, DC 20006\n                              sam.alberts@dentons.com                                         United States\n                              D   +1 202-408-7004\n\n                                                                                               dentons.com\n\n\n\n\nSeptember 25, 2025\n\nVIA EMAIL AND US MAIL\n\nPachulski Stang Ziehl & Jones LLP\n1700 Broadway, 36th Floor\nNew York, NY 10019S\nSteven W. Golden, Esq. (sgolden@pszjlaw.com)\nJeffrey M. Dine, Esq. (jdine@pszjlaw.com)\nMary F. Caloway, Esq. (mcaloway@pszyj.com)\nAttorneys for Foreign Representative\n and Iovate\n\nVIA EMAIL AND US MAIL                               VIA EMAIL AND US MAIL\n\nKSV Restructuring Inc.                              Osler, Hoskin &Harcourt LLP\n1 First Canadian Place                              100 King Street West, Suite 6200\nNoah Goldstein, Managing Director                   Toronto ON M5X1B8\n(ngoldstein@ksvadvisory.com)                        Marc Wasserman (mwasserman@osler.com)\nMurtaza Tallat, Director                            Michael De Lellis (mdelellis@osler.com)\n(mtallat@ksvadvisory.com)                           Laura Culleton (lculleton@osler.com)\nKSV Advisory                                        Attorneys for Licensed Insolvency Trustee\n220 Bay Street, 13th Floor,\nPO Box 20\nToronto, Ontario M5J2W4\nLicensed Insolvency Trustee\n\nVIA US MAIL                                         VIA EMAIL AND US\n\nWesley Parris, CEO of Iovate                        Harvey G. Chaiton (harvey@chaitons.com)\n and of Foreign Representative                      Danish Afroz (dafroz@chaitons.com)\n381 North Service Road                              Chaitons LLP\nWest Oakville, ON                                   5000 Yonge Street, 10th Floor\nCanada L6MOH                                        Toronto, ON Canada M2N 739\n                                                    Lawyers for the Iovate Entities\n\nRe:     In re Iovate Health Sciences International Inc., et al., Chapter 15 No. 25-11958\n        United States Bankruptcy Court for the Southern District of New York (the \u201cChapter 15\n        Cases\u201d); and the Matter of the Proposal of Iovate Health Sciences International Inc., et al.\n        Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, Superior Court of Justice, Ontario,\n        Canada, Court and Estate No. XX-XXXXXXX, Court and Estate No. XX-XXXXXXX, and Court\n\n\nUS_ACTIVE\\130678898\\V-1\n\f25-11958-mg       Doc 101    Filed 04/29/26 Entered 04/29/26 20:32:37           Main Document\n                                         Pg 21 of 24\n                                                                                         dentons.com\n                             September 25, 2025\n                             Page 2\n\n\n\n\n        and Estate Number XX-XXXXXXX (the \u201cBIA\u201d).\n\n        Demand for Reclamation of Goods Pursuant to 11 U.S.C. \u00a7 546(c) and U.C.C. \u00a7 2-\n        702 and to the extent applicable, the laws of Canada, on behalf of TMI Group Co.,\n        Ltd., et al.\n\nDear Sirs and Madam:\n\nI am writing with respect to the above-referenced, jointly administered Chapter 15 Cases that are\ncurrently pending in the United States Bankruptcy Court for the Southern District of New York,\nUnited States of America and to the extent applicable, the above referenced BIA, pending in the\nSuperior Court of Justice, Ontario, Canada.\n\nPursuant to Section 546(c) of the United States Bankruptcy Code and Section 2-702 of the\nUniform Commercial Code and other applicable law, TMI and its subsidiaries and affiliates\n(collectively, the \u201cReclaiming Party\u201d) hereby makes demand to reclaim all goods delivered to or\npossessed by you and your affiliates (the \u201cReceiving Party\u201d) within the applicable reclamation\nwindow, including, without limitation, the goods reflected on the attached Excel spread sheet and\ninvoices. Pursuant to applicable law, the Reclaiming Party understands that the reclamation\nperiod began 45 days prior to the September 5, 2025 commencement date in Toronto and, to the\nextent applicable, September 9, 2025 which was the filing of the petition for recognition in the\nChapter 15 Case.\n\nThe Reclaiming Party further demands that you segregate all goods within the scope of this\ndemand, determine which of those goods are on hand as of the date of this demand and account\nfor and segregate any proceeds received from such goods despite this demand. The Reclaiming\nParty further demands that the Receiving Party identify the location of the goods within the\nscope of the demand and unless restricted by any automatic stay which may be in place,\nassemble the goods and make them available for immediate pickup by the Reclaiming Party or\nits agent.\n\nThe Reclaiming Party avers that value of the good subject to this demand total approximately\nUS$949,247.00, exclusive of interest, fees and expenses.\n\n\n\nINTENTIONALLY LEFT BLANK\n\n\n\n\nUS_ACTIVE\\130678898\\V-1\n\f25-11958-mg         Doc 101   Filed 04/29/26 Entered 04/29/26 20:32:37           Main Document\n                                          Pg 22 of 24\n                                                                                          dentons.com\n                              September 25, 2025\n                              Page 3\n\n\n\n\nThe Reclaiming Party reserves all rights with respect to the goods reflected in the invoices,\nincluding without limitation, the right to formally file an administrative expense claim under 11\nU.S.C. \u00a7 503(b)(9). The Reclaiming Party also reserves its right to supplement this demand in\nthe future.\n\nVery truly yours,\n\nDentons US LLP\n\n\n\n\nSam J. Alberts\nPartner\n\n\nEnclosures\n\ncc:\n\nLarry Kolb (lob@tsiinc.com)\nTSI USA Inc.\n135 W. Main Suite B\nMissoula, MT, USA 59802\n\nEmily Harris (harris@mti-hmb.com)\nHead of Global Intellectual Property\nTSI Group Co. Ltd.\n2711 South Loop Drive, Suite 4400\nAmes, IA, USA 50010\n\nRaza Bashir (contract.management@iovate.com)\n381 North Service Road West\nOakville, ON, Canada L6M0H4\n\nKenneth Kraft (kenneth.kraft@dentons.com)\n77 King Street West Suite 400\nToronto, ON Canada MSK0A1\n\n\n\n\nUS_ACTIVE\\130678898\\V-1\n\f   25-11958-mg       Doc 101      Filed 04/29/26 Entered 04/29/26 20:32:37       Main Document\n                                              Pg 23 of 24\n\nIovate Open Orders + Oustanding AP - September 25, 2025\nCURRENT AR\nTSI China Invoice #   Customer Invoice #        Product code   Quantity     Price       Total\n                            21706                 B010036        896      $ 140.00   $ 125,496.00\n                            21644                 B010036       2,106     $ 140.00   $ 294,840.00\n                            21644                 B010036                            $ 36,000.00\n            80006094        21746               A040461PO1      5,299     $ 6.25     $ 33,118.75\n            80006094        21749               A040450PO1        72      $ 6.25     $     450.00\n            80006094        21751               A010503PO1        72      $ 11.60    $     835.20\n            80006094        21753               A140235PO1        99      $ 6.50     $     643.50\n            80006094        21745               A040461PO1        72      $ 6.25     $     450.00\n            80006094        21747               A010494PO1        72      $ 11.60    $     835.20\n            80006096        21754               A140222PO1       105      $ 12.00    $   1,260.00\n            80006096        21755               A140233PO1        77      $ 12.00    $     924.00\n            80006094        21756               A14022APO1        72      $ 8.05     $     579.60\n            80006096        21757               A140234PO1        86      $ 8.05     $     692.30\n            80006096        21762               A140235PO1      5,112     $ 6.50     $ 33,228.00\n            80006096        21761               A140222PO1      4,788     $ 12.00    $ 57,456.00\n            80006096        21760               A140233PO1      5,220     $ 12.00    $ 62,640.00\n            80006094        21748               A010494PO1      5,315     $ 11.60    $ 61,654.00\n            80006096        21758               A140234PO1      5,292     $ 8.05     $ 42,600.60\n            80006094        21750               A040450PO1      5,125     $ 6.25     $ 32,031.25\n            80006094        21752               A010503PO1      5,301     $ 11.60    $ 61,491.60\n            80006096        21759               A140221PO1      5,220     $ 8.05     $ 42,021.00\n            80006096                                                                 $ 33,333.60\n            80006094                                                                 $ 26,666.40\n                                                                          TOTAL AR   $ 949,247.00\n\f  25-11958-mg       Doc 101      Filed 04/29/26 Entered 04/29/26 20:32:37           Main Document\n                                             Pg 24 of 24\n\n\n\n\nPick Up Date (\"Delivery\") Invoice Due Date Notes\n       7/29/2025                 8/29/2025\n       7/22/2025                 8/22/2025\n                                           air freight\n       7/25/2025                 8/25/2025 Hydrate\n       7/25/2025                 8/25/2025 Hydrate\n       7/25/2025                 8/25/2025 Cut\n       7/31/2025                 8/31/2025 Creatine\n       7/25/2025                 8/25/2025 Hydrate\n       7/25/2025                 8/25/2025 Cut\n       7/31/2025                 8/31/2025 Muscle\n       7/31/2025                 8/31/2025 Muscle\n       7/31/2025                 8/31/2025 Energy\n       7/31/2025                 8/31/2025 Energy\n       7/31/2025                 8/31/2025 Creatine\n       7/31/2025                 8/31/2025 Muscle\n       7/31/2025                 8/31/2025 Muscle\n       7/25/2025                 8/25/2025 Cut\n       7/31/2025                 8/31/2025 Energy\n       7/25/2025                 8/25/2025 Hydrate\n       7/25/2025                 8/25/2025 Cut\n       7/31/2025                 8/31/2025 Energy\n       7/31/2025                           air freight not yet invoiced to Iovate\n       7/25/2025                           air freight not yet invoiced to Iovate\n\f","ocr_status":1,"date_upload":"2026-04-30T08:18:07.746716-07:00","document_number":"101","attachment_number":null,"pacer_doc_id":"126024503280","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Objection","acms_document_guid":""}],"date_created":"2026-04-29T18:03:38.244178-07:00","date_modified":"2026-05-19T13:57:13.058932-07:00","date_filed":"2026-04-29","time_filed":"20:32:37","entry_number":101,"recap_sequence_number":"2026-04-29.001","pacer_sequence_number":339,"description":"Objection /Limited Objection, Reservation of Rights, and Request For Related Relief (related document(s)91) filed by David Shim on behalf of TSI Group Co., Ltd.. (Shim, David) (Entered: 04/29/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461185111/","id":461185111,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476270059/","id":476270059,"tags":[],"absolute_url":"/docket/71301647/100/iovate-health-sciences-international-inc/","date_created":"2026-04-17T14:53:52.700975-07:00","date_modified":"2026-05-19T13:57:13.031402-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"100","attachment_number":null,"pacer_doc_id":"126024481231","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Certificate of Service","acms_document_guid":""}],"date_created":"2026-04-17T14:53:52.666155-07:00","date_modified":"2026-05-19T13:57:13.006154-07:00","date_filed":"2026-04-17","time_filed":"17:52:20","entry_number":100,"recap_sequence_number":"2026-04-17.002","pacer_sequence_number":336,"description":"Certificate of Service (related document(s)95) Filed by Steven William Golden on behalf of Iovate Health Sciences International Inc.. (Golden, Steven) (Entered: 04/17/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461093660/","id":461093660,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476176540/","id":476176540,"tags":[],"absolute_url":"/docket/71301647/99/iovate-health-sciences-international-inc/","date_created":"2026-04-17T06:33:35.848892-07:00","date_modified":"2026-05-19T13:57:12.974101-07:00","sha1":"e2fb01dbc1d167d5ed06782c76c84e55fb0c7a09","page_count":2,"file_size":170273,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"25-11958-mg             Doc 99     Filed 04/17/26 Entered 04/17/26 09:16:18         Main Document\n                                                Pg 1 of 2\n\n\n\n    Steven W. Golden\n    Jeffrey M. Dine\n    Mary F. Caloway (pro hac vice pending)\n    Victoria A. Newmark (pro hac vice pending)\n    PACHULSKI STANG ZIEHL & JONES LLP\n    1700 Broadway, 36th Floor\n    New York, New York 10019\n    Telephone: 212-561-7700\n    Facsimile: 212-561-7777\n\n    Counsel to the Foreign Representative\n\nUNITED STATES BANKRUPTCY COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nIn re:\n                                                            Chapter 15\nIOVATE HEALTH SCIENCES\nINTERNATIONAL INC., 1 et al.\n                                                            Case No. 25-11958 (MG)\n                                    Debtors in a Foreign\n                                    Proceeding.\n\n\n\n                               NOTICE OF FILING OF CANADIAN ORDERS\n\n          PLEASE TAKE NOTICE that Iovate Health Sciences International Inc., in its capacity\n\nas the authorized foreign representative of the above-captioned foreign debtors in respect of\n\nproceedings pending before the Ontario Superior Court of Justice (Commercial List) (the\n\n\u201cCanadian Court\u201d) herby files the Approval and Reverse Vesting Order (the \u201cReverse Vesting\n\nOrder\u201d), Distribution, Stay Extension and Ancillary Relief Order (the \u201cAncillary Order\u201d), and\n\nEndorsement (the \u201cEndorsement\u201d), each entered by the Canadian Court on April 16, 2026. True\n\n\n\n\n1\n          The Debtors in the Canadian Proceeding, along with the last four digits of each Debtor\u2019s\n          United States Tax Identification Number or Canadian Business Number, as applicable, are\n          as follows: (i) Iovate Health Sciences International Inc. (0696); (ii) Iovate Health Sciences\n          U.S.A. Inc. (3542); and (iii) Northern Innovations Holding Corp. (3909).\n\n\n4898-8675-4978.1 42848.00001\n\f25-11958-mg             Doc 99   Filed 04/17/26 Entered 04/17/26 09:16:18       Main Document\n                                              Pg 2 of 2\n\n\n\nand correct copies of the Reverse Vesting Order, Ancillary Order, and Endorsement are attached\n\nhereto as Exhibits A, B, and C respectively.\n\n\n\nDated: April 17, 2026                   PACHULSKI STANG ZIEHL & JONES LLP\n\n\n                                               By: _/s/ Steven W. Golden____________________\n                                                   Steven W. Golden\n                                                   Jeffrey M. Dine\n                                                   Mary F. Caloway (admitted pro hac vice)\n                                                   Victoria A. Newmark (admitted pro hac vice)\n                                                   1700 Broadway, 36th Floor\n                                                   New York, New York 10019\n                                                   Telephone: 212-561-7700\n                                                   Facsimile: 212-561-7777\n\n                                               Counsel to the Foreign Representative\n\n\n\n\n4898-8675-4978.1 42848.00001\n\f","ocr_status":2,"date_upload":"2026-04-20T18:35:58.373072-07:00","document_number":"99","attachment_number":null,"pacer_doc_id":"126024479302","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Statement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476493263/","id":476493263,"tags":[],"absolute_url":"/docket/71301647/99/1/iovate-health-sciences-international-inc/","date_created":"2026-04-20T18:35:59.002212-07:00","date_modified":"2026-04-21T04:31:13.867415-07:00","sha1":"5dd714539aa797e2e9f82dd53a994893806717a8","page_count":18,"file_size":628040,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"   25-11958-mg             Doc 99-1   Filed 04/17/26 Entered 04/17/26 09:16:18   Exhibit A\n                                               Pg 1 of 18\n\n\n\n\n                                              Exhibit A\n\n                                 Approval and Reverse Vesting Order\n\n\n\n\n4898-8675-4978.1 42848.00001\n\f  25-11958-mg        Doc 99-1      Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                            Pg 2 of 18\n\n\n\n                                                              Court File No. BK-25-03268936-0031\n\n                                        ONTARIO\n                               SUPERIOR COURT OF JUSTICE\n                                   (COMMERCIAL LIST)\n\nTHE HONOURABLE                                       )                       THURSDAY, THE 16TH\n                                                     )\nJUSTICE CAVANAGH                                     )                          DAY OF APRIL, 2026\n\n\n\n     IN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT,\n                     R.S.C. 1985, c. C-36, AS AMENDED\n\n AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF\nXIWANG IOVATE HOLDINGS COMPANY LIMITED, IOVATE HEALTH SCIENCES\n   INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE\n  HEALTH SCIENCES AUSTRALIA PTY LTD, and NORTHERN INNOVATIONS\n                          HOLDING CORP.\n\n                                                                                           Applicants\n\n                       APPROVAL AND REVERSE VESTING ORDER\n\n\n\n       THIS MOTION, made by KSV Restructuring Inc. (\u201cKSV\u201d) in its capacity as Court-\nAppointed Monitor of the Applicants (in such capacity, the \u201cMonitor\u201d), pursuant to the\nCompanies\u2019 Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the \u201cCCAA\u201d), for an\norder, inter alia, (a) approving the Subscription Agreement (the \u201cSubscription Agreement\u201d)\namong Xiwang Iovate Holdings Company Limited (the \u201cCompany\u201d) and 1001542267 Ontario\nInc. (the \u201cPurchaser\u201d) dated as of April 2, 2026, a redacted copy of which is attached as Appendix\n\u201cA\u201d to the Fourth Report (as defined below), and the transactions contemplated thereby (the\n\u201cTransactions\u201d), (b) adding 2807727 Alberta Ltd. (\u201cResidual Co.\u201d) as an Applicant to these\nCCAA proceedings, (c) transferring and vesting all of the Principal Entities\u2019 right, title and interest\nin and to the Excluded Assets, the Excluded Contracts and the Excluded Liabilities (each as defined\nin the Subscription Agreement) in and to Residual Co., (d) releasing and discharging the Retained\nAssets of all Claims and Encumbrances other than the Retained Liabilities and Permitted\nEncumbrances (each as defined in the Subscription Agreement), (e) authorizing and directing the\nCompany to file the Articles of Amendment, (f) terminating and cancelling all Existing Shares (as\ndefined in the Subscription Agreement), for no consideration, (g) authorizing and directing the\n\f     25-11958-mg    Doc 99-1      Filed 04/17/26 Entered 04/17/26 09:16:18            Exhibit A\n                                           Pg 3 of 18\n                                              -2-\n\n\nCompany to issue the Purchased Shares to the Purchaser free and clear of any Encumbrances, (h)\nreleasing the Principal Entities and the Non-Applicant Stay Parties from the purview of the ARIO\nand all other Orders of this Court granted in respect of these CCAA Proceedings, and (i) granting\ncertain related relief, was heard this day by videoconference in Toronto, Ontario.\n\n        ON READING the Fourth Report of KSV in its capacity as Monitor, dated April 9, 2026\n(the \u201cFourth Report\u201d), and on hearing the submissions of counsel for the Monitor, the Purchaser,\nthe Royal Bank of Canada as agent for the syndicate of lenders (the \u201cAdministrative Agent\u201d) and\nsuch other counsel that were present and wished to be heard, no one else appearing although duly\nserved as appears from the affidavit of service of Laura Culleton, filed:\n\nSERVICE\n\n1.      THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion\nRecord is hereby abridged and validated so that this Motion is properly returnable today and hereby\ndispenses with further service thereof.\n\nDEFINED TERMS\n\n2.      THIS COURT ORDERS that all capitalized terms not otherwise defined herein shall have\nthe meaning ascribed to them in the Subscription Agreement.\n\nAPPROVAL AND VESTING\n\n3.      THIS COURT ORDERS that the Subscription Agreement and the Transactions\n(including the Closing Sequence) are hereby approved and the execution of the Subscription\nAgreement by the Company is authorized and approved, with such amendments as the parties\nthereto may deem necessary or appropriate, with the approval of the Monitor. The Principal\nEntities are hereby authorized and empowered to perform their respective obligations under the\nSubscription Agreement and any agreements contemplated thereunder and any ancillary\ndocuments related thereto and to take such additional steps and execute such additional documents\nas may be necessary or desirable for the completion of the Transactions.\n\n4.      THIS COURT ORDERS that the Company is hereby permitted to execute and file notices\nof alteration, articles of amendment, amalgamation, continuance or reorganization or such other\n\f     25-11958-mg      Doc 99-1    Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                           Pg 4 of 18\n                                              -3-\n\n\ndocuments or instruments as may be required to permit or enable and effect the Closing Sequence,\nand that such articles, documents or other instruments shall be deemed to be duly authorized, valid\nand effective notwithstanding any requirement under federal or provincial law to obtain director\nor shareholder approval with respect to such actions or to deliver any statutory declarations that\nmay otherwise be required under corporate law to effect the Closing Sequence.\n\n5.      THIS COURT ORDERS that this Order shall constitute the only authorization required\nby the Principal Entities to proceed with the Transaction, and that no shareholder, director, or other\nconsent or approvals shall be required in connection therewith.\n\n6.      THIS COURT ORDERS that the Registrar of Companies appointed pursuant to the\nBusiness Corporations Act (British Columbia) be and is hereby authorized and directed to accept\nand receive any articles of amendment, amalgamation, continuance or reorganization or such other\ndocuments or instruments as may be required to permit or enable and effect the Closing Sequence\ncontemplated by the Subscription Agreement, filed by either the Principal Entities or Residual Co.,\nas the case may be.\n\n7.      THIS COURT ORDERS that, upon the delivery of the Monitor\u2019s certificate (the\n\u201cMonitor\u2019s Certificate\u201d) to the Purchaser in accordance with the Subscription Agreement (the\n\u201cEffective Time\u201d), substantially in the form attached as Schedule \u201cA\u201d hereto, the following shall\noccur and shall be deemed to have occurred at the Effective Time in the following sequence:\n\n        (a)    first, the Purchaser shall pay the Closing Payment to the Monitor, to be held in\n               escrow by the Monitor on behalf of the Purchaser and released in accordance with\n               the Closing Sequence;\n\n        (b)    second, Residual Co. shall be added as an Applicant in these CCAA Proceedings\n               pursuant to paragraph 20 hereof;\n\n        (c)    third, the following shall occur, and shall be deemed to occur, concurrently:\n\n                (i)    all of the Principal Entities\u2019 right, title and interest in and to the Excluded\n                       Assets (other than the Excluded Contracts, the Deposit and the Closing\n                       Payment) shall vest absolutely and exclusively in Residual Co., and any and\n                       all Claims and Encumbrances shall continue to attach to such Excluded\n\f25-11958-mg     Doc 99-1    Filed 04/17/26 Entered 04/17/26 09:16:18               Exhibit A\n                                     Pg 5 of 18\n                                        -4-\n\n\n                 Assets with the same nature and priority as they had immediately prior to\n                 the transfer; and\n\n         (ii)    all Excluded Contracts and Excluded Liabilities shall be transferred to, and\n                 vest absolutely and exclusively in, Residual Co., such that the Excluded\n                 Contracts and Excluded Liabilities shall become obligations of Residual Co.\n                 and shall no longer be obligations of the Principal Entities, as applicable,\n                 and (i) all applicable Claims and Encumbrances will continue to attach to\n                 the Excluded Contracts with the same nature and priority as they had\n                 immediately prior to the transfer, and (ii) each of the Principal Entities and\n                 the Retained Assets shall be and are hereby forever released, expunged and\n                 discharged from the Excluded Contracts and Excluded Liabilities, and any\n                 and all Claims and Encumbrances (excluding, for greater certainty, the\n                 Retained Liabilities and Permitted Encumbrances) in connection therewith\n                 or affecting or relating to the Principal Entities and the Retained Assets shall\n                 be and are hereby forever released, expunged and discharged as against each\n                 of them and the Retained Assets;\n\n   (d)   fourth, the following shall occur, and shall be deemed to occur, concurrently:\n\n         (i)     the Company shall file the Articles of Amendment, and all Existing Shares\n                 as well as any agreement, contract, plan, indenture, deed, certificate,\n                 subscription right, conversion right, pre-emptive right, option (including\n                 stock options or share purchase or equivalent plans) or other document or\n                 instrument governing or having been created or granted in connection with\n                 the share capital of the Company (other than the rights of the Purchaser\n                 under the Subscription Agreement) shall be deemed to be terminated and\n                 cancelled for no consideration in accordance with and pursuant to this\n                 Order;\n\n         (ii)    the Company shall issue the Purchased Shares to the Purchaser and the\n                 Purchaser shall subscribe for and purchase the Purchased Shares, which\n                 shall represent 100% of the Equity Interests of the Company immediately\n                 after Closing, and all of the Company\u2019s right, title and interest in and to the\n\f     25-11958-mg      Doc 99-1    Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                           Pg 6 of 18\n                                              -5-\n\n\n                       Purchased Shares shall vest absolutely in the Purchaser, free and clear of\n                       and from any and all security interests (whether contractual, statutory, or\n                       otherwise); and\n\n              (iii)    the Deposit and the Closing Payment will be released from escrow.\n\n        (e)    fifth, the Principal Entities and the Non-Applicant Stay Parties, shall be deemed to\n               be released from the purview of the ARIO and all other Orders of this Court granted\n               in respect of these CCAA Proceedings, save and except for this Order the\n               provisions of which (as they relate to the Purchased Entities and the Non-Applicant\n               Stay Parties) shall continue to apply in all respects. For greater certainty, Residual\n               Co. shall remain an Applicant in these CCAA Proceedings in accordance with and\n               subject to the terms of this Order.\n\n8.      THIS COURT ORDERS that, upon presentation of the required form with a true copy of\nthis Order and the Monitor\u2019s Certificate, the registrars under the Personal Property Security Act\n(Ontario), or under similar legislation in any applicable jurisdiction are hereby authorized and\ndirected to cancel, discharge, delete and expunge all instruments and registrations made, registered\nor published against or in respect of the Principal Entities, the Retained Assets, and the Purchased\nShares, in respect of any applicable Claims or Encumbrances other than the Permitted\nEncumbrances.\n\n9.      THIS COURT ORDERS that, upon presentation of the required form with a true copy of\nthis Order and the Monitor\u2019s Certificate, the Registrar of Trademarks under the Trademarks Act\n(Canada), the Commissioner of Patents under the Patent Act (Canada), and any other applicable\noffice responsible for the registration of trademarks, patents, copyrights and industrial designs of\nthe Principal Entities in any applicable jurisdiction are hereby authorized and directed to cancel,\ndischarge, delete and expunge all security interests recorded at the Canadian Intellectual Property\nOffice, United States Patent and Trademark Office or any other registry responsible for registration\nin respect of the intellectual property applications and registrations of the Principal Entities, but\nexcluding the Permitted Encumbrances.\n\f  25-11958-mg        Doc 99-1      Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                            Pg 7 of 18\n                                               -6-\n\n\n10.    THIS COURT ORDERS AND DIRECTS the Monitor to file with the Court a copy of\nthe Monitor\u2019s Certificate and deliver a copy of the Monitor\u2019s Certificate to the Service List, in\neach case, forthwith after delivery thereof in connection with the Transactions.\n\n11.    THIS COURT ORDERS that the Monitor may rely on written notice from the Company\nand the Purchaser (which notice may be by email from counsel to the Company and the Purchaser)\nregarding the satisfaction or waiver of the conditions to closing under the Subscription Agreement\nand shall have no liability with respect to delivery of the Monitor\u2019s Certificate.\n\n12.    THIS COURT ORDERS that all Claims and Encumbrances released, expunged and\ndischarged as against the Principal Entities, the Retained Assets, and the Purchased Shares,\npursuant to paragraph 7 hereof shall attach to the Excluded Contracts and Excluded Assets with\nthe same nature and priority as they had immediately prior to the Transactions, as if the\nTransactions had not occurred.\n\n13.    THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Personal Information\nProtection and Electronic Documents Act, S.C. 2000, c. 5, as amended, the Principal Entities or\nthe Monitor, as the case may be, are authorized, permitted and directed to, at the Effective Time,\ndisclose to the Purchaser all human resources and payroll information in the Principal Entities\u2019\nrecords pertaining to past or current employees of the Principal Entities. The Purchaser shall\nmaintain and protect the privacy of such information in accordance with applicable law and shall\nbe entitled to use the personal information provided to it in a manner that is in all material respects\nidentical to the prior use of such information by the Principal Entities.\n\n14.    THIS COURT ORDERS that, except to the extent expressly contemplated by the\nSubscription Agreement, all Retained Contracts will be and remain in full force and effect upon\nand following delivery of the Monitor\u2019s Certificate and no individual, firm, corporation,\ngovernmental body or agency, or any other entity (all of the foregoing, collectively being\n\u201cPersons\u201d and each being a \u201cPerson\u201d) who is a party to any such arrangement may accelerate,\nterminate, rescind, refuse to perform or otherwise repudiate its obligations thereunder, or enforce\nor exercise any right (including any right of set-off, dilution or other remedy) or make any demand\nunder or in respect of any such arrangement and no automatic termination will have any validity\nor effect, by reason of:\n\f  25-11958-mg        Doc 99-1      Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                            Pg 8 of 18\n                                               -7-\n\n\n       (a)     any event that occurred on or prior to the Effective Time and is not continuing that\n               would have entitled such Person to enforce those rights or remedies (including any\n               defaults or events of default arising as a result of the insolvency of any Principal\n               Entity);\n\n       (b)     the insolvency of any Principal Entity or the fact that the Principal Entities sought\n               or obtained relief under the CCAA or pursuant to chapter 15 of title 11 of the United\n               States Code in the United States Bankruptcy Court for the Southern District of New\n               York;\n\n       (c)     any compromises, releases, discharges, cancellations, transactions, arrangements,\n               reorganizations or other steps taken or effected pursuant to the Subscription\n               Agreement, the Transactions or the provisions of this Order, or any other Order of\n               the Court in these CCAA proceedings or the Chapter 15 Proceedings; or\n\n       (d)     any transfer or assignment, or any change of control of the Principal Entities arising\n               from the implementation of the Subscription Agreement, the Transactions or the\n               provisions of this Order.\n\n15.    THIS COURT ORDERS that (a) nothing in this Order shall waive, compromise or\ndischarge any obligations of the Principal Entities or the Purchaser in respect of any Retained\nLiabilities; (b) the designation of any Claim as a Retained Liability is without prejudice to the\nPrincipal Entities\u2019 right to dispute the existence, validity or quantum of any such Retained\nLiability; and (c) nothing in this Order or the Subscription Agreement shall affect or waive the\nPrincipal Entities\u2019 rights and defences, both legal and equitable, with respect to any Retained\nLiability, including, but not limited to, all rights with respect to entitlements to set-offs or\nrecoupments against such Retained Liability.\n\n16.    THIS COURT ORDERS that from and after the Effective Time, all Persons shall be\ndeemed to have waived any and all defaults of any Principal Entity then existing or previously\ncommitted by any Principal Entity, or caused by any Principal Entity, directly or indirectly, or non-\ncompliance with any covenant, warranty, representation, undertaking, positive or negative pledge,\nterm, provision, condition or obligation, expressed or implied, in any contract existing between\nsuch Person and the Principal Entities, arising directly or indirectly from the filing by the Principal\n\f  25-11958-mg        Doc 99-1     Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                           Pg 9 of 18\n                                              -8-\n\n\nEntities under the CCAA and the implementation of the Transaction, including without limitation\nany of the matters or events listed in paragraph 14 hereof and any and all notices of default and\ndemands for payment or any step or proceeding taken or commenced in connection therewith under\na Retained Contract shall be deemed to have been rescinded and of no further force or effect;\nprovided that, nothing herein shall be deemed to excuse the Principal Entities from performing\ntheir obligations under the Subscription Agreement or the Retained Contracts or be a waiver of\ndefaults by the Principal Entities under the Subscription Agreement and the related documents.\n\n17.    THIS COURT ORDERS that from and after the Effective Time, any and all Persons shall\nbe and are hereby forever barred, estopped, stayed and enjoined from commencing, taking,\napplying for or issuing or continuing any and all steps or proceedings, whether directly,\nderivatively or otherwise, and including without limitation, any action, suit, demand, enforcement,\nadministrative hearings and orders, declarations and assessments, commenced, taken or proceeded\nwith or that may be commenced, taken or proceeded with against the Principal Entities, the\nRetained Assets, or the Purchased Shares which relates in any way to or is in respect of any\nExcluded Assets, Excluded Contracts or Excluded Liabilities or any other Claims or other matters\nthat are waived, released, expunged or discharged pursuant to this Order.\n\n18.    THIS COURT ORDERS that, effective as of the Effective Time, the Purchaser and the\nPrincipal Entities shall be deemed released from any and all claims, liabilities (direct, indirect,\nabsolute or contingent) or obligations with respect to any Taxes (including penalties and interest\nthereon) of, or that relate to, the Principal Entities, provided that, as it relates to the Principal\nEntities, such release shall not apply to (a) Taxes in respect of the business and operations\nconducted by the Principal Entities after the Effective Time, or (b) Taxes expressly retained as\nRetained Liabilities pursuant to the Subscription Agreement.\n\n19.    THIS COURT ORDERS that, from and after the Effective Time:\n\n       (a)     the nature of the Retained Liabilities retained by the Principal Entities, including,\n               without limitation, their amount and their secured or unsecured status, shall not be\n               affected or altered as a result of the Transactions or this Order;\n\f  25-11958-mg         Doc 99-1   Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                         Pg 10 of 18\n                                             -9-\n\n\n       (b)    the nature of the Excluded Liabilities, including, without limitation, their amount\n              and their secured or unsecured status, shall not be affected or altered as a result of\n              their transfer to Residual Co.;\n\n       (c)    any Person that prior to the Effective Time had a valid right or claim against the\n              Principal Entities under or in respect of any Excluded Asset, Excluded Contract or\n              Excluded Liability (each an \u201cExcluded Liability Claim\u201d) shall no longer have\n              such right or claim against the Principal Entities or Retained Assets but instead shall\n              have such Excluded Liability Claim against Residual Co. in respect of the Excluded\n              Asset, Excluded Contract or Excluded Liability from and after the Effective Time\n              in its place and stead, and nothing in this Order limits, lessens or extinguishes the\n              Excluded Liability Claim of any Person as against Residual Co.; and\n\n       (d)    any Person with an Excluded Liability Claim against Residual Co. following the\n              Effective Time shall have the same rights, priority and entitlement as against\n              Residual Co. as such Person, with an Excluded Liability Claim, had against the\n              Principal Entities prior to the Effective Time.\n\n20.    THIS COURT ORDERS that, as of the Effective Time and in the sequence set out in\nparagraph 7, above:\n\n       (a)    Residual Co. shall be a company to which the CCAA applies; and\n\n       (b)    Residual Co. shall be added as an Applicant in these CCAA Proceedings and all\n              references in any Order of this Court in respect of these CCAA Proceedings (except\n              the herein order) to (i) an \u201cApplicant\u201d or the \u201cApplicants\u201d shall refer to and include\n              Residual Co., mutatis mutandis, (ii) \u201cProperty\u201d shall refer to and include the current\n              and future assets, cash, receivables, licenses, undertakings and properties of every\n              nature and kind whatsoever, and wherever situate, including all proceeds thereof,\n              of Residual Co, and (iii) each of the Charges (as such term is defined in the ARIO)\n              shall constitute charges on the Property of Residual Co.\n\f  25-11958-mg        Doc 99-1     Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit A\n                                          Pg 11 of 18\n                                              - 10 -\n\n\nMONITOR\n\n21.    THIS COURT ORDERS that nothing in this Order, including the release of the Principal\nEntities and the Non-Applicant Stay Parties from the purview of these CCAA proceedings\npursuant to paragraph 7(e) hereof, and the addition of Residual Co. as an Applicant in these CCAA\nproceedings, shall affect, vary, derogate from, limit or amend any rights, approvals and protections\nafforded to the Monitor in these CCAA proceedings and KSV shall continue to have the benefit\nof any and all rights, approvals and protections in favour of the Monitor at law or pursuant to the\nCCAA, the ARIO, any other Orders in these CCAA proceedings or otherwise, including all\napproval, protections and stays of proceedings in favour of KSV in its capacity as Monitor, all of\nwhich are expressly continued and confirmed.\n\n22.    THIS COURT ORDERS that no action lies against the Monitor by reason of this Order\nor the performance of any act authorized by this Order, except with leave of the Court following\na motion brought on not less than fifteen (15) days\u2019 notice to the Monitor and its legal counsel.\nThe entities related or affiliated with the Monitor or belonging to the same group as the Monitor\n(including, without limitation, any agents, employees, legal counsel or other advisors retained or\nemployed by the Monitor) shall benefit from the protection granted to the Monitor under the\npresent paragraph.\n\nRELEASES\n\n23.    THIS COURT ORDERS that effective upon Effective Time, (a) the current and former\ndirectors, officers, employees, consultants, legal counsel and advisors to Residual Co., (b) the\nPurchaser and its legal counsel and their respective current directors, officers, partners, employees,\nconsultants, advisors and assignees; (c) Origin Merchant Partners and its current directors, officers,\npartners, employees, consultants and advisors, and (d) the Monitor and its legal counsel and their\nrespective current directors, officers, partners, employees, consultants and advisors (the Persons\nlisted in (a) - (d) being collectively, the \u201cReleased Parties\u201d) shall be deemed to be forever\nirrevocably released and discharged from any and all present and future claims (including, without\nlimitations, claims for contribution or indemnity), liabilities, indebtedness, demands, actions,\ncauses of action, counterclaims, suits, damages, judgments, executions, recoupments, debts, sums\nof money, expenses, accounts, liens, taxes, duties, recoveries, and obligations of any nature or kind\nwhatsoever (whether direct or indirect, known or unknown, absolute or contingent, accrued or\n\f  25-11958-mg         Doc 99-1    Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                          Pg 12 of 18\n                                              - 11 -\n\n\nunaccrued, liquidated or unliquidated, matured or unmatured or due or not yet due, in law or equity\nand whether based in statute or otherwise) arising in connection with or relating to the Subscription\nAgreement or consummation or implementation of the Transactions and/or any document,\nagreement, instrument, matter or transaction involving the Principal Entities arising in connection\nwith or pursuant to the foregoing (collectively, the \u201cReleased Claims\u201d), which Released Claims\nare hereby and shall be deemed to be fully, finally, irrevocably and forever waived, discharged,\nreleased, cancelled and barred as against the Released Parties, and are not vested nor transferred\nto Residual Co. or to any other entity and are extinguished, provided that, nothing in this paragraph\nshall waive, discharge, release, cancel or bar (i) any claim that is finally determined by a court of\ncompetent jurisdiction to have constituted for fraud or wilful misconduct, (ii) any claim against\nResidual Co. in respect of the Excluded Assets, Excluded Contracts or Excluded Liabilities\ntransferred pursuant to the Subscription Agreement, (iii) any claim that is not permitted to be\nreleased pursuant to section 5.1(2) of the CCAA, (iv) any Released Party from the performance of\nits obligations pursuant to the Subscription Agreement, or (v) the Purchaser from any liability or\nobligation to any Debt Financing Source in relation to Debt Financing provided in connection with\nthe Subscription Agreement and the Transactions.\n\n24.    THIS COURT ORDERS that, notwithstanding:\n\n       (a)     the pendency of these proceedings;\n\n       (b)     any application for a bankruptcy order or receivership order now or hereafter issued\n               pursuant to the Bankruptcy and Insolvency Act, R.S.C 195, c. B-3, as amended (the\n               \u201cBIA\u201d) in respect of the Principal Entities or Residual Co. or any of their property\n               and any order issued pursuant to any such application; and\n\n       (c)     any assignment in bankruptcy made in respect of the Principal Entities or Residual\n               Co.,\n\nthe Subscription Agreement, the implementation of the Transactions (including without limitation\nthe transfer and vesting of the Excluded Assets, Excluded Contracts and Excluded Liabilities in\nand to Residual Co. and the transfer and vesting of the Purchased Shares in and to the Purchaser),\nor payments by or to the Purchaser, the Principal Entities, Residual Co., or the Monitor authorized\nherein shall be binding on any trustee in bankruptcy or receiver that may be appointed in respect\n\f  25-11958-mg          Doc 99-1   Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                          Pg 13 of 18\n                                              - 12 -\n\n\nof the Principal Entities and/or Residual Co. and shall not be void or voidable by creditors of the\nPrincipal Entities and/or Residual Co., as applicable, nor shall they constitute nor be deemed to be\na fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other\nreviewable transaction under the CCAA, the BIA or any other applicable federal or provincial\nlegislation, nor shall they constitute oppressive or unfairly prejudicial conduct pursuant to any\napplicable federal or provincial legislation.\n\nSTYLE OF CAUSE\n\n25.    THIS COURT ORDERS that, following the Effective Time, the title of these proceedings\nis hereby changed to:\n\n                         IN THE MATTER OF THE COMPANIES\u2019 CREDITORS\n                       ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED\n\n                       AND IN THE MATTER OF A PLAN OF COMPROMISE OR\n                            ARRANGEMENT OF 2807727 ALBERTA LTD.\n\nSEALING\n\n26.    THIS COURT ORDERS that Confidential Appendix \u201c1\u201d and Confidential Appendix \u201c2\u201d\nto the Fourth Report are hereby sealed and shall not form part of the public record until the Closing\nof the Transactions.\n\nGENERAL\n\n27.    THIS COURT ORDERS that this Order shall have full force and effect in all provinces\nand territories in Canada.\n\n28.    THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,\nregulatory or administrative body having jurisdiction in Canada, the United States, Australia,\nBarbados and Ireland to give effect to this Order and to assist the Applicants, the Monitor and their\nrespective agents in carrying out the terms of this Order. All courts, tribunals and regulatory and\nadministrative bodies are hereby respectfully requested to make such orders and to provide such\nassistance to the Applicants and to the Monitor, as an officer of this Court, as may be necessary or\ndesirable to give effect to this Order, to grant representative status to the Monitor in any foreign\n\f  25-11958-mg        Doc 99-1    Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                         Pg 14 of 18\n                                             - 13 -\n\n\nproceeding, or to assist the Applicants and the Monitor and their respective agents in carrying out\nthe terms of this Order.\n\n29.    THIS COURT ORDERS that each of Iovate International and the Monitor be at liberty\nand is hereby authorized and empowered to apply to any court, tribunal or regulatory or\nadministrative body, wherever located, for the recognition of this Order and for assistance in\ncarrying out the terms of this Order, and that each of Iovate International and the Monitor is\nauthorized and empowered to act as a representative in respect of the within proceedings for the\npurpose of having these proceedings recognized in a jurisdiction outside Canada.\n\n\n\n\n                                                     ____________________________________\n\f  25-11958-mg       Doc 99-1     Filed 04/17/26 Entered 04/17/26 09:16:18           Exhibit A\n                                         Pg 15 of 18\n\n\n\n                                       SCHEDULE \u201cA\u201d\n\n                          FORM OF MONITOR\u2019S CERTIFICATE\n\n                                                   Court File No. BK-25-03268936-0031\n\n                                       ONTARIO\n                               SUPERIOR COURT OF JUSTICE\n                                   (COMMERCIAL LIST)\n\n\n     IN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT,\n                     R.S.C. 1985, c. C-36, AS AMENDED\n\n\n\n AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF\nXIWANG IOVATE HOLDINGS COMPANY LIMITED, IOVATE HEALTH SCIENCES\n   INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE\n  HEALTH SCIENCES AUSTRALIA PTY LTD, and NORTHERN INNOVATIONS\n                          HOLDING CORP.\n\n                                                                                      Applicants\n\n\n\n                                MONITOR\u2019S CERTIFICATE\n\nRECITALS\n\nA. On September 5, 2025, Iovate Health Sciences International Inc. (\u201cIovate International\u201d),\n   Iovate Health Sciences U.S.A. Inc. (\u201cIovate USA\u201d) and Northern Innovations Holding Corp.\n   (\u201cNorthern Innovations\u201d, and collectively, the \u201cNOI Applicants\u201d) each filed a Notice of\n   Intention to Make a Proposal in accordance with the Bankruptcy and Insolvency Act, R.S.C.\n   1985, c. B-3, as amended.\n\nB. Pursuant to the Initial Order of the Honourable Justice Dietrich of the Ontario Superior Court\n   of Justice (Commercial List), (the \u201cCourt\u201d) dated October 31, 2025, as amended and restated\n   on November 28, 2025, the NOI Applicants, Xiwang Iovate Holdings Company Limited and\n   Iovate Health Sciences Australia PTY Ltd. (collectively, the \u201cApplicants\u201d) were granted\n   protection from their creditors pursuant to the Companies\u2019 Creditors Arrangement Act, R.S.C.\n\f     25-11958-mg      Doc 99-1     Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit A\n                                           Pg 16 of 18\n\n\n\n     1985, c. C-36, as amended, and KSV Restructuring Inc. was appointed as the monitor of the\n     Applicants (in such capacity, the \u201cMonitor\u201d).\n\nC. Capitalized terms used but not defined herein have the meanings ascribed to them in the\n     Approval and Reverse Vesting Order of this Court dated April 16, 2026 (the \u201cARVO\u201d) or the\n     Subscription Agreement among Xiwang Iovate Holdings Company Limited (the \u201cCompany\u201d),\n     and 1001542267 Ontario Inc. (the \u201cPurchaser\u201d) dated April 2, 2026 (the \u201cSubscription\n     Agreement\u201d), as applicable.\n\nD. Pursuant to the ARVO, the Court approved the Transactions contemplated by the Subscription\n     Agreement, and ordered, inter alia, the (i) adding 2807727 Alberta Ltd. (\u201cResidual Co.\u201d) as\n     an Applicant to these CCAA proceedings, (ii) transferring and vesting all of the Principal\n     Entities\u2019 right, title and interest in and to the Excluded Assets, the Excluded Contracts and the\n     Excluded Liabilities (each as defined in the Subscription Agreement) in and to Residual Co.,\n     (iii) releasing and discharging the Retained Assets of all Claims and Encumbrances other than\n     the Retained Liabilities and Permitted Encumbrances (each as defined in the Subscription\n     Agreement), (iv) authorizing and directing the Company to file the Articles of Amendment,\n     (v) terminating and cancelling all Existing Shares (as defined in the Subscription Agreement),\n     for no consideration, (vi) authorizing and directing the Company to issue the Purchased Shares\n     to the Purchaser free and clear of any Encumbrances, and (vii) releasing the Principal Entities\n     and the Non-Applicant Stay Parties from the purview of the ARIO and all other Orders of this\n     Court granted in respect of these CCAA Proceedings, which vesting, releasing, and discharging\n     is, in each case and as applicable, to be effective upon the delivery by the Monitor to the\n     Purchaser of a certificate confirming that the Monitor has received written confirmation in\n     form and substance satisfactory to the Monitor from the Purchaser and the Company that all\n     conditions to closing have been satisfied or waived by the parties to the Subscription\n     Agreement in accordance with the Subscription Agreement and the ARVO.\n\nTHE MONITOR CERTIFIES the following:\n\n1.      the Monitor has received the entirety of the Purchase Price.\n\f     25-11958-mg    Doc 99-1     Filed 04/17/26 Entered 04/17/26 09:16:18          Exhibit A\n                                         Pg 17 of 18\n\n\n\n2.      the Monitor has received written confirmation from the Purchaser and the Company, in\n        form and substance satisfactory to the Monitor, that all conditions to closing have been\n        satisfied or waived by the parties to the Subscription Agreement.\n\nThis Monitor\u2019s Certificate was delivered by the Monitor at ________ on ______________, 2026.\n\n\n\n\n                                                 KSV Restructuring Inc., in its capacity as\n                                                 Monitor of the Applicants, and not in its\n                                                 personal or corporate capacity\n\n\n\n                                                 Per:\n                                                         Name:\n                                                         Title:\n\f                    25-11958-mg   Doc 99-1   Filed 04/17/26 Entered 04/17/26 09:16:18      Exhibit A\n                                                     Pg 18 of 18\nIN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED\n\nAND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF XIWANG IOVATE HOLDINGS COMPANY\nLIMITED, IOVATE HEALTH SCIENCES INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE HEALTH\nSCIENCES AUSTRALIA PTY LTD, AND NORTHERN INNOVATIONS HOLDING CORP.\n                                                                         Court File No. BK-25-03268936-0031\n\n                                                                                      ONTARIO\n                                                                             SUPERIOR COURT OF JUSTICE\n                                                                                 (COMMERCIAL LIST)\n\n                                                                            Proceeding commenced at: TORONTO\n\n\n\n                                                                      APPROVAL AND REVERSE VESTING ORDER\n\n                                                                 OSLER, HOSKIN & HARCOURT LLP\n                                                                 100 King Street West, 1 First Canadian Place\n                                                                 Suite 6200, P.O. Box 50\n                                                                 Toronto ON M5X 1B8\n\n                                                                 Marc Wasserman \u2013 LSO# 44066M\n                                                                 Tel: 416.862.4908\n                                                                 Email: mwasserman@osler.com\n\n                                                                 Michael DeLellis \u2013 LSO# 48038U\n                                                                 Tel: 416.862.5997\n                                                                 Email: mdelellis@osler.com\n\n                                                                 Lawyers for the Monitor, KSV Restructuring Inc.\n\f","ocr_status":2,"date_upload":"2026-04-20T18:35:59.001392-07:00","document_number":"99","attachment_number":1,"pacer_doc_id":"","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476493264/","id":476493264,"tags":[],"absolute_url":"/docket/71301647/99/2/iovate-health-sciences-international-inc/","date_created":"2026-04-20T18:35:59.586527-07:00","date_modified":"2026-04-21T04:47:08.407233-07:00","sha1":"0822c10b118b41d08261aff357187bd49027bbe3","page_count":8,"file_size":498983,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"   25-11958-mg             Doc 99-2   Filed 04/17/26 Entered 04/17/26 09:16:18     Exhibit B\n                                                Pg 1 of 8\n\n\n\n                                               Exhibit B\n\n                         Distribution, Stay Extension and Ancillary Relief Order\n\n\n\n\n4898-8675-4978.1 42848.00001\n\f  25-11958-mg       Doc 99-2     Filed 04/17/26 Entered 04/17/26 09:16:18             Exhibit B\n                                           Pg 2 of 8\n\n\n\n                                                           Court File No. BK-25-03268936-0031\n\n\n                                       ONTARIO\n                              SUPERIOR COURT OF JUSTICE\n                                  (COMMERCIAL LIST)\n\nTHE HONOURABLE                                     )                       THURSDAY, THE 16TH\n                                                   )\nJUSTICE CAVANAGH                                   )                         DAY OF APRIL, 2026\n\n\n\n     IN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT,\n                     R.S.C. 1985, c. C-36, AS AMENDED\n\n AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF\nXIWANG IOVATE HOLDINGS COMPANY LIMITED, IOVATE HEALTH SCIENCES\n   INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE\n  HEALTH SCIENCES AUSTRALIA PTY LTD, and NORTHERN INNOVATIONS\n                          HOLDING CORP.\n\n                                                                                        Applicants\n\n                                          ORDER\n                  (Distribution, Stay Extension and Ancillary Relief Order)\n\n       THIS MOTION, made by KSV Restructuring Inc. (\u201cKSV\u201d), in its capacity as Court-\n\nappointed monitor of the Applicants (in such capacity, the \u201cMonitor\u201d), pursuant to the Companies\u2019\n\nCreditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the \u201cCCAA\u201d) for an order, among\n\nother things, (i) authorizing and empowering the Monitor to retain amounts required to fund the\n\nAdministrative Reserve; (ii) authorizing and empowering the Monitor to make one or more\n\ndistributions or payments, as applicable, to: (a) Royal Bank of Canada as agent for a syndicate of\n\nlenders (the \u201cAdministrative Agent\u201d, and the syndicate, the \u201cLenders\u201d); and (b) the parties owed\n\nthe Priority Amounts; (iii) extending the Stay Period; and (iv) approving the Monitor Reports (as\n\ndefined below) and the activities described therein, was heard this day by videoconference on April\n\n16, 2026.\n\f     25-11958-mg     Doc 99-2     Filed 04/17/26 Entered 04/17/26 09:16:18         Exhibit B\n                                            Pg 3 of 8\n\n                                                -2\u2013\n\n         ON READING the Fourth Report of KS V in its capacity as Monitor dated April 9, 2026\n\n(the \u201cFourth Report\u201d), and on hearing the submissions of counsel for the Monitor, counsel for\n\nthe Administrative Agent, and those other parties present, no one else appearing although duly\n\nserved as appears from the affidavit of service of Laura Culleton, filed.\n\n\nSERVICE AND DEFINITIONS\n\n1.       THIS COURT ORDERS that if necessary, the time for service and filing of the Notice of\n\nMotion and the Motion Record is hereby abridged and validated so that this Motion is properly\n\nreturnable today and hereby dispenses with further service thereof.\n\n2.       THIS COURT ORDERS that all capitalized terms not otherwise defined herein shall have\n\nthe meaning ascribed to them in the Fourth Report, and the Amended and Restated Initial Order\n\nof this Court dated November 28, 2025 (the \u201cARIO\u201d), as applicable.\n\nDISTRIBUTIONS\n\n3.       THIS COURT ORDERS that the Monitor, on behalf of the Applicants, is hereby\n\nauthorized and empowered to make one or more distributions to the Administrative Agent, on\n\nbehalf of the Lenders, in such manner and in such amounts as the Monitor considers appropriate\n\nup to the aggregate amount of the Indebtedness (as defined in the Fourth Report), subject to the\n\nMonitor retaining a reserve in an amount to be agreed to by the Monitor and the Administrative\n\nAgent, acting reasonably (the \u201cAdministrative Reserve\u201d) for the payment of amounts described\n\nin the Fourth Report, and such distributions are hereby approved without further Order of this\n\nCourt.\n\f     25-11958-mg      Doc 99-2     Filed 04/17/26 Entered 04/17/26 09:16:18               Exhibit B\n                                             Pg 4 of 8\n\n                                                 -3\u2013\n\n4.      THIS COURT ORDERS that the Monitor, on behalf of the Applicants, is hereby\n\nauthorized and empowered to make one or more distributions to the Sales Agent in the aggregate\n\namount not to exceed the total amount owing to the Sales Agent under the Engagement Letter,\n\nwithout further order of this Court, and upon payment of all amounts owing to the Sales Agent\n\nunder the Engagement Letter, the Sales Agent Charge shall be automatically released and\n\nterminated without any further action.\n\n\n5.      THIS COURT ORDERS that upon payment of all amounts owing under the KERP\n\nCharge in accordance with the Incentive Payments, KERP and Sealing Order, the KERP Charge\n\nwill be automatically released and terminated without any further action.\n\n\n6.      THIS COURT ORDERS AND DECLARES that the Monitor shall not incur any liability\n\nunder the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.); the Taxation Act, 2007, S.O. 2007, c. 11,\n\nSch. A; the Excise Tax Act, R.S.C. 1985, c. E-15; the Employment Insurance Act, S.C. 1996, c. 23;\n\nthe Retail Sales Tax Act R.S.O. 1990, c. R.31; the Corporations Tax Act, R.S.O. 1990, c. C.40; or\n\nany other similar applicable federal, provincial or territorial tax legislation (collectively, the\n\n\u201cStatutes\u201d), for facilitating any distributions or payments as contemplated by and in accordance\n\nwith this Order, and the Monitor shall not have any liability for any of the Applicants\u2019 tax liabilities\n\nunder the Statutes in respect of such distributions or payments, regardless of how or when such\n\nliabilities have arisen.\n\n\n7.      THIS COURT ORDERS AND DELCARES that the Monitor is hereby forever released,\n\nremised and discharged from any claims against it under or pursuant to the Statutes or otherwise\n\nat law arising as a result of any distributions or payments made pursuant to this Order.\n\f     25-11958-mg     Doc 99-2      Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit B\n                                             Pg 5 of 8\n\n                                                 -4\u2013\n\n8.      THIS COURT ORDERS that the Monitor is hereby authorized and directed to take all\n\nreasonably necessary steps and actions to effect the distributions contemplated by this Order and\n\nshall not incur any liability as a result of making any distributions or payments, whether in its\n\npersonal or corporate capacity or in its capacity as Monitor.\n\n\n9.      THIS COURT ORDERS that, notwithstanding:\n\n        (a)    the pendency of these CCAA proceedings;\n\n\n        (b)    any application for a bankruptcy or receivership order now or hereafter issued\n\n               pursuant to the Bankruptcy and Insolvency Act (Canada) (\u201cBIA\u201d) or other\n\n               applicable legislation in respect of any of the Applicants and any bankruptcy or\n\n               receivership order issued pursuant to any such applications;\n\n\n        (c)    any assignment in bankruptcy made in respect of any of the Applicants; and\n\n\n        (d)    any provisions of any federal or provincial legislation,\n\n\nthe distributions and payments made pursuant to this Order shall be made free and clear of all\n\nEncumbrances (including the Administrative Professionals Charge, the Directors\u2019 Charge, the\n\nSales Agent Charge and the KERP Charge), and the terms of this Order shall be binding on any\n\ntrustee in bankruptcy or receiver that may be appointed in respect of any of the Applicants and\n\nshall not be void or voidable nor deemed to be a preference, assignment, fraudulent conveyance,\n\ntransfer at undervalue, or other reviewable transaction under the BIA or any other applicable\n\nfederal or provincial legislation, nor shall they constitute oppressive or unfairly prejudicial conduct\n\npursuant to any applicable federal or provincial legislation.\n\f  25-11958-mg        Doc 99-2      Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit B\n                                             Pg 6 of 8\n\n                                                 -5\u2013\n\nSTAY EXTENSION\n\n10.    THIS COURT ORDERS that the Stay Period is hereby extended to and including June\n\n26, 2026.\n\nAPPROVAL OF MONITOR\u2019S REPORTS AND ACTIVITIES\n\n11.    THIS COURT ORDERS that each of the First Report of the Proposal Trustee dated\n\nSeptember 8, 2025, the Second Report of the Proposal Trustee dated October 1, 2025, the Third\n\nReport of the Proposal Trustee dated October 15, 2025, the Joint Fourth Report of the Proposal\n\nTrustee and Report of the Proposed Monitor dated October 30, 2025, the First Report of the\n\nMonitor dated November 25, 2025, the Supplement to the First Report of the Monitor dated\n\nNovember 27, 2025, the Second Report of the Monitor dated December 9, 2025, the Third Report\n\nof the Monitor dated January 23, 2026 and the Fourth Report (collectively, the \u201cMonitor\u2019s\n\nReports\u201d), and the actions, conduct and activities of the Monitor referred to therein, be and are\n\nhereby approved; provided however, that only KSV, in its capacity as Monitor and in its personal\n\ncapacity and only with respect to its own personal liability, shall be entitled to rely upon or utilize\n\nin any way such approval.\n\nGENERAL\n\n12.    THIS COURT ORDERS that this Order shall have full force and effect in all provinces\n\nand territories in Canada.\n\n13.    THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,\n\nregulatory or administrative body having jurisdiction in Canada or in the United States, to give\n\neffect to this Order and to assist the Applicants, the Monitor and their respective agents in carrying\n\nout the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby\n\f  25-11958-mg        Doc 99-2     Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit B\n                                            Pg 7 of 8\n\n                                                -6\u2013\n\nrespectfully requested to make such orders and to provide such assistance to the Applicants and to\n\nthe Monitor, as an officer of this Court, as may be necessary or desirable to give effect to this\n\nOrder, to grant representative status to Iovate International in any foreign proceeding, or to assist\n\nthe Applicants and the Monitor and their respective agents in carrying out the terms of this Order.\n\n14.    THIS COURT ORDERS that Iovate International be at liberty and are hereby authorized\n\nand empowered to apply to any court, tribunal, regulatory or administrative body, wherever\n\nlocated, for the recognition of this Order and for assistance in carrying out the terms of this Order,\n\nand that Iovate International is authorized and empowered to act as a representative in respect of\n\nthe within proceedings for the purpose of having these proceedings recognized in a jurisdiction\n\noutside Canada.\n\f                    25-11958-mg   Doc 99-2   Filed 04/17/26 Entered 04/17/26 09:16:18      Exhibit B\n                                                       Pg 8 of 8\nIN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED\n\nAND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF XIWANG IOVATE HOLDINGS COMPANY\nLIMITED, IOVATE HEALTH SCIENCES INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC., IOVATE HEALTH\nSCIENCES AUSTRALIA PTY LTD, AND NORTHERN INNOVATIONS HOLDING CORP.\n                                                                         Court File No. BK-25-03268936-0031\n\n                                                                                      ONTARIO\n                                                                             SUPERIOR COURT OF JUSTICE\n                                                                                 (COMMERCIAL LIST)\n\n                                                                            Proceeding commenced at: TORONTO\n\n\n\n                                                                                           ORDER\n                                                                      (Distribution, Stay Extension and Ancillary Relief\n                                                                                            Order)\n                                                                 OSLER, HOSKIN & HARCOURT LLP\n                                                                 100 King Street West, 1 First Canadian Place\n                                                                 Suite 6200, P.O. Box 50\n                                                                 Toronto ON M5X 1B8\n\n                                                                 Marc Wasserman \u2013 LSO# 44066M\n                                                                 Tel: 416.862.4908\n                                                                 Email: mwasserman@osler.com\n\n                                                                 Michael DeLellis \u2013 LSO# 48038U\n                                                                 Tel: 416.862.5997\n                                                                 Email: mdelellis@osler.com\n\n                                                                 Lawyers for the Monitor, KSV Restructuring Inc.\n\f","ocr_status":2,"date_upload":"2026-04-20T18:35:59.585886-07:00","document_number":"99","attachment_number":2,"pacer_doc_id":"","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476493265/","id":476493265,"tags":[],"absolute_url":"/docket/71301647/99/3/iovate-health-sciences-international-inc/","date_created":"2026-04-20T18:36:01.087241-07:00","date_modified":"2026-04-21T04:47:07.404544-07:00","sha1":"31b018aa6d3ee9b8cffe30d2802eb5c207c405a2","page_count":7,"file_size":423171,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.99.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"   25-11958-mg             Doc 99-3   Filed 04/17/26 Entered 04/17/26 09:16:18   Exhibit C\n                                                Pg 1 of 7\n\n\n\n                                              Exhibit C\n\n                                            Endorsement\n\n\n\n\n4898-8675-4978.1 42848.00001\n\f         25-11958-mg     Doc 99-3    Filed 04/17/26 Entered 04/17/26 09:16:18         Exhibit C\n                                               Pg 2 of 7\n\n\n\n\n                               ONTARIO SUPERIOR COURT OF JUSTICE\n                                      (COMMERCIAL LIST)\n\n                         COUNSEL/ENDORSEMENT SLIP\n\n COURT FILE NO.: BK-25-03268936-0031                          DATE: April 16, 2026\n\n\n\n                                                              NO. ON LIST: 3\n\n\n\n                  TITLE OF PROCEEDING: Iovate Health Sciences International Inc.\n\n\n BEFORE: JUSTICE CAVANAGH\n\n\n PARTICIPANT INFORMATION\n\n\nFor Plaintiff, Applicant, Moving Party:\n\n   Name of Person Appearing                  Name of Party                      Contact Info\n Danish Afroz                       Canadian Counsel to the             dafroz@chaitons.com\n                                    Applicants\n\n\nFor Defendant, Respondent, Responding Party:\n\n   Name of Person Appearing                     Name of Party                    Contact Info\n Ben Muller                         Counsels for KSV Restructuring     bmuller@osler.com\n Laura Culleton                     Inc., in its Capacity as Court-    iculleton@osler.com\n                                    Appointed Monitor\n\n\nFor Other, Self-Represented:\n\n    Name of Person Appearing                 Name of Party                        Contact Info\n Sean Zweig                         Counsel to the Purchaser           zweigs@bennettjones.com\n Chris Burr                         Counsel to the Agent of the        chris.burr@blakes.com\n Jules Monteyne                     Syndicate of Secured Lenders       jules.monteyne@blakes.com\n Marc Wasserman                     Counsel to the Monitor             mwasserman@osler.com\n Jodi Porepa                        FA to Lenders, FTI Consulting      jodi.porepa@fticonsulting.com\n Zechariah Martin                   Counsel to Orgain (Creditor)       zmartin@dwpv.com\n\f          25-11958-mg       Doc 99-3     Filed 04/17/26 Entered 04/17/26 09:16:18              Exhibit C\n                                                   Pg 3 of 7\n\n\nENDORSEMENT OF JUSTICE CAVANAGH:\n[1]     On September 5, 2025, Iovate Health Sciences International Inc. (\"Iovate International\"), Iovate Health\nSciences U.S.A. Inc. (\"Iovate USA\"), and Northern Innovations Holding Corp. (\"Northern Innovations,\" and\ncollectively, the \"NOI Applicants\") each filed a notice of intention to make a proposal pursuant to s. 50.4 of the\nBankruptcy and Insolvency Act, (the \"BIA\"), commencing the \"Proposal Proceedings.\" KSV Restructuring Inc.\n(\"KSV\") consented to act as proposal trustee (the \"Proposal Trustee\").\n\n[2]     On October 31, 2025, this Court granted an order (the \"Initial Order\") granting the NOI Applicants,\nXiwang Iovate Holdings Company Limited (\"Iovate Holdings\"), and Iovate Health Sciences Australia PTY Ltd\n(\"Iovate Australia,\" and collectively, the \"Applicants\") protection under the Companies' Creditors Arrangement\nAct (the \"CCAA\u201d). By the same order, this Court appointed KSV as the monitor of the Applicants (the \"Monitor\").\n\n[3]     On November 28, 2025, this Court granted an order (the \"SISP Order\") and an Amended and Restated\nInitial Order (the \"ARIO\") approving a sale and investment solicitation process (the \"SISP\") and granting the\nMonitor certain powers, which were subsequently expanded by order dated December 12, 2025 (the \"Enhanced\nMonitor Powers Order\").\n\n[4]    The extensive SISP generated multiple offers. The Monitor, in consultation with the Sales Agent and\nAdministrative Agent, ultimately selected the bid submitted by 1001542267 Ontario Inc. (the \"Purchaser\") as the\nsuccessful bid (the \"Successful Bid\"). Iovate Holdings and the Purchaser subsequently entered into a Subscription\nAgreement dated April 2, 2026 (the \"Subscription Agreement\").\n\n[5]    At the time of the selection of the Successful Bid, the Monitor understands that the Purchaser was affiliated\nwith Xiwang Foodstuffs Co. Ltd. The Monitor understands that following execution of the Subscription\nAgreement on April 2, 2026, the beneficial ownership of the Purchaser has changed. The Monitor is advised by\ncounsel to the Purchaser that the Purchaser is no longer related to lovate Holdings (as contemplated by subsections\n36(4) and 36(5) of the CCAA).\n\n[6]    The Monitor now seeks:\n\n           a. an approval and reverse vesting order (the \"ARVO\"):\n\n                   i. approving the Subscription Agreement and the transactions contemplated therein (the\n                      \"Transactions\");\n\n                   ii. sealing the Confidential Appendices; and\n\n                  iii. granting the Releases; and\n\n           b. an order (the \"Distribution, Stay Extension and Ancillary Relief Order\"):\n\n                   i. authorizing and empowering the Monitor to retain amounts to fund the Administrative\n                      Reserve;\n\n                   ii. authorizing and empowering the Monitor to make one or more distributions or payments,\n                       as applicable, at such times as it deems appropriate, to the Administrative Agent and the\n                       parties owed the Priority Amounts;\n\f          25-11958-mg        Doc 99-3       Filed 04/17/26 Entered 04/17/26 09:16:18 Exhibit C\n                                                       Pg 4 of 7\n                   iii. approving the reports filed by the Proposal Trustee and the Monitor from the\n                        commencement of the Proposal Proceedings and CCAA Proceedings, respectively, and\n                        their activities described therein; and\n\n                   iv. extending the Stay Period to June 26, 2026.\n\n[7]    The facts underlying this motion are more fully set out in the Fourth Report of the Monitor dated April 9,\n2026 (the \"Fourth Report\"). Capitalized terms used but not otherwise defined herein are as defined in the Fourth\nReport. Unless otherwise noted, all currency references herein are in US Dollars.\n\nShould the ARVO be granted?\n\n[8]     In deciding whether to grant an RVO, courts have considered the factors in s. 36 of the CCAA, which\naddresses court approval of an asset sale outside the ordinary course of business. These include: (a) whether the\nprocess leading to the proposed disposition was reasonable in the circumstances; (b) whether the monitor\napproved the process leading to the proposed disposition; (c) whether the monitor filed with the court a report\nstating that in their opinion the disposition would be more beneficial to the creditors than a disposition under a\nbankruptcy; (d) the extent to which the creditors were consulted; (e) the effects of the proposed disposition on the\ncreditors and other interested parties; and (f) whether the consideration to be received for the assets is reasonable\nand fair, taking into account their market value. See Just Energy Group Inc. et. al. v. Morgan Stanley Capital\nGroup Inc. et. al., 2022 ONSC 6354 at para. 31.\n\n[9]     These factors largely correspond to the Soundair criteria for approving an asset sale, which remain relevant\nin evaluating an RVO. These principles are: (a) whether sufficient effort had been made to obtain the best price\nand that the debtor had not acted improvidently; (b) the interests of all parties; (c) the integrity and efficacy of the\nprocess for obtaining offers; and (d) whether there was any unfairness in the working out of the process.\n\n[10] In the RVO context, the court asks additional questions, namely: (a) why the RVO is necessary; (b)\nwhether the RVO structure produces an economic result at least as favourable as any other viable alternative; (c)\nwhether any stakeholder is worse off under the RVO structure than they would have been under any other viable\nalternative; and (d) whether the consideration reflects the importance and value of the licenses and permits (or\nother intangible assets) being preserved under the RVO structure. See Harte Gold Corp (Re), 2022 ONSC 653,\nat para. 38.\n\n[11] I am satisfied that the process leading to the Transactions was reasonable in the circumstances and that\nthe Monitor, with the assistance of the Applicants and the Sales Agent, made sufficient efforts to obtain the best\nprice and did not act improvidently. The SISP was conducted in accordance with the SISP Order. The Monitor\nwas involved in the development of the SISP and supported its approval. There was no unfairness in the working\nout of the process. The Monitor and the Sales Agent canvassed the market extensively through the two-phase\nSISP, reached out to 196 potential buyers, and provided access to confidential information regarding the\nacquisition opportunity. Further, the Monitor consulted with the Administrative Agent (on behalf of the Lenders)\nin developing the SISP, reviewing the offers received, and selecting the Successful Bid.\n\n[12]   I am satisfied that the RVO structure is justified for the following reasons:\n\n           a. The RVO structure is required to preserve certain key licences that cannot be transferred. Iovate\n              International possesses two forms of licenses to sell its products in Canada: (i) a Natural Health\n              Products Site License, which is required to import goods into Canada (the \"Site License\"); and (ii)\n              25 Natural Health Product Licenses (the \"Product Licenses\"), which are required to sell 34 of\n              Iovate International's products in Canada. New applications for Site Licences and Product Licences\n              can take 35-95 and 60-310 days (respectively) to be granted.\n\f          25-11958-mg        Doc 99-3    Filed 04/17/26 Entered 04/17/26 09:16:18 Exhibit C\n                                                   Pg 5 of 7\n           b. As of December 31, 2025, Iovate International had approximately US $114 million in non-capital\n              losses available to be carried forward (the \"Tax Losses\"). The value of the Tax Losses cannot be\n              realized by way of an asset sale.\n\n           c. The Subscription Agreement provides that significant contracts will remain with the Applicants.\n              An RVO would mitigate the substantial delays and costs associated with seeking consents to\n              assignment from contract counterparties or (if consents are not obtained) court approval of\n              assignments.\n\n[13] The RVO structure would reduce potential costs, delay, and execution risk, ensuring the uninterrupted\ncontinuation of the Applicants' operations. The Monitor also understands that the Purchaser is not prepared to\nacquire the business under an alternative structure.\n\n[14] I am satisfied that the RVO structure produces an economic result that is at least as favourable as any\nother viable transaction. I am satisfied that no stakeholder is worse off under the RVO structure than they would\nbe under any other viable alternative. The Monitor is not aware of any opposition to the RVO structure.\n\n[15] I accept that the consideration is fair and reasonable. The Transactions are the result of a comprehensive\nSISP that canvassed the market broadly. The consideration also reflects the importance and value of the intangible\nassets being preserved under the RVO structure. The consideration being paid by the Purchaser reflects the\nimportance and value of the Site License, the Product Licenses, and the Tax Losses being preserved through the\nproposed ARVO.\n\n[16] Subsection 36(4) imposes additional criteria that apply where the proposed sale is to a person who is\nrelated to the debtor company. The court must be satisfied that: (a) good faith efforts were made to sell the assets\nto persons who are not related to the company; and (b) the consideration to be received is superior to the\nconsideration that would be received under any other offer made in accordance with the process leading to the\nproposed sale. This provision requires that the court be \"satisfied, overall, that sufficient safeguards were adopted\nto ensure that a related party transaction is in the best interests of the stakeholders of the Applicants and that the\nrisk to the estate associated with a related party transaction have been mitigated.\" See Target Canada Co. (Re),\n2015 ONSC 2066 at para. 15.\n\n[17] Although the Monitor has been advised by the Purchaser's counsel that the Purchaser is not related to\nIovate Holdings for the purposes of s. 36 of the CCAA, the Monitor still considered the Transactions on the basis\nthat they did constitute a sale to a related party, and concluded that the additional factors in subsection 36(4) of\nthe CCAA were satisfied. The Monitor and the Sales Agent contacted a substantial number of potentially\ninterested parties through the comprehensive SISP, including both financial sponsors and strategic buyers\nunrelated to the Applicants. The SISP was designed to, and in fact did, solicit interest from parties that were not\nrelated to the Applicants, as evidenced by the number of LOIs and offers received during the two-phase SISP.\nThe consideration to be received under the Transactions is superior to any other executable transaction that was\nreceived in accordance with the SISP.\n\n[18] The proposed ARVO grants relief to facilitate the cancellation of the shares of Iovate Holdings, which is\nincorporated in British Columbia, and the re-issuance of shares to the Purchaser. Similar relief has been granted\nin other orders involving entities incorporated under the Business Corporations Act (British Columbia). See cases\ncited at footnote 60 of the Monitor\u2019s factum. I am satisfied that granting this relief is an appropriate exercise of\nthis Court's jurisdiction under s. 11 of the CCAA.\n\n[19] The proposed ARVO includes releases (the \"Releases\") in favour of the current and former directors,\nofficers, employees, consultants, legal counsel and advisors to Residual Co ., the Monitor, the Monitor's legal\ncounsel, the Sales Agent and the Purchaser and their respective current directors, officers, partners, employees,\nconsultants, legal counsel, advisors, and assignees (collectively, the \"Released Parties\"). The Releases are limited\nto claims arising in connection with or relating to the Subscription Agreement, the completion of the Transactions,\n\f          25-11958-mg       Doc 99-3  Filed 04/17/26 Entered 04/17/26 09:16:18 Exhibit C\n                                                 Pg 6 of 7\nand the proposed ARVO. I am satisfied that the requested releases should be approved. The Lydian factors are\nsatisfied.\n\n[20] The Monitor requests that Confidential Appendices \"1\" and \"2\" to the Fourth Report (the \"Confidential\nAppendices\") be filed with the Court on a confidential basis and remain sealed until the Closing (as defined in\nthe Subscription Agreement) of the Transactions pursuant to s. 137(2) of the Courts of Justice Act. Confidential\nAppendix \"1,\" a summary of the Phase 1 LOIs and Phase 2 bids submitted, discloses the structure, strategy, and\nresults of Phase 1 and Phase 2 bid submissions of the SISP. Confidential Appendix \"2,\" an unredacted version of\nthe Subscription Agreement, contains commercially sensitive financial information, including the purchase price\nand deposit.\n\n[21] I am satisfied that the requested limited sealing order should be made. The Sherman Estate requirements\nare met.\n\nShould the Distribution, Stay Extension and Ancillary Relief Order should be made?\n\n[22] The Applicants seek authorization to make one or more distributions to the Administrative Agent, on\nbehalf of the Lenders, in an amount not to exceed the full amount of Iovate International's \"Indebtedness\" (as\ndefined in the Credit Agreement), subject to the Monitor retaining a reserve in an amount to be agreed to by the\nMonitor and the Administrative Agent, acting reasonably (the \"Administrative Reserve\") for payments of: (i) any\namounts secured by the Administrative Professionals Charge, Directors' Charge, Sales Agent Charge, and KERP\nCharge, or as otherwise ordered by the Court (collectively, the \"Priority Amounts\"); (ii) any amounts to facilitate\nthe ongoing administration of these CCAA Proceedings and any bankruptcy proceedings of Residual Co.; and\n(iii) such other amounts that the Monitor and Administrative Agent determine, acting reasonably, are necessary\nand prudent to be held back by the Monitor. The Monitor intends to make these distributions to the Administrative\nAgent and payments to the parties owed the Priority Amounts on or shortly after Closing. The Administrative\nAgent consents to the proposed distribution and payment scheme.\n\n[23] I am satisfied that the proposed distribution is reasonable and appropriate. The Lenders are the Applicants'\nonly secured creditors. The Monitor has received opinions from its Canadian and US counsel as to the respective\nvalidity of the security granted by the applicable Security Documents and the US Security Agreement. As of\nAugust 31, 2025, approximately US $100,606,023 of principal was owing under the term loan facility, US\n$14,000,000 was owing under the revolving loan facility, and an additional US $1,179,465 of default interest had\naccrued month-to-date, for a total amount owing of US $115,785,488.90 The distributions would not exceed the\nfull amount of the Indebtedness under the Credit Agreement.\n\n[24] On Closing, the Monitor intends to make payment of the amounts then owing to the beneficiaries of the\nAdministrative Professionals Charge, and will pay an amount not to exceed the total owing to the Sales Agent\nunder the Court-approved Engagement Letter. The Monitor also intends to make the KERP Payment in\naccordance with the Court-approved KERP, which contemplates that the KERP Payment is to be paid at the\nearlier of: (i) two weeks following the closing of a successful transaction resulting from the SISP; and (ii)\nSeptember 30, 2026. Upon payment of the KERP Payment and all amounts owing to the Sales Agent under the\nEngagement Letter, the KERP Charge and the Sales Agent Charge will be automatically released and terminated\nwithout any further action.\n\n[25]   I am satisfied that the activities and reports of the Monitor should be approved.\n\n[26] The current Stay Period is set to expire on April 17, 2026. The Monitor is requesting an extension of the\nStay Period to and including June 26, 2026.101 The stay extension is necessary and appropriate in the\ncircumstances to allow the Applicants the necessary time to obtain a recognition order of the ARVO from the\nNew York Court and close the Transactions.\n\f         25-11958-mg      Doc 99-3     Filed 04/17/26 Entered 04/17/26 09:16:18    Exhibit C\n                                                 Pg 7 of 7\nDisposition\n\n[27]   Orders to issue in forms of Orders signed by me today.\n\n\n\n                                                                ________________________________\n\f","ocr_status":1,"date_upload":"2026-04-20T18:36:01.071557-07:00","document_number":"99","attachment_number":3,"pacer_doc_id":"","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"","acms_document_guid":""}],"date_created":"2026-04-17T06:33:35.829215-07:00","date_modified":"2026-05-19T13:57:12.947205-07:00","date_filed":"2026-04-17","time_filed":"09:16:18","entry_number":99,"recap_sequence_number":"2026-04-17.001","pacer_sequence_number":334,"description":"Statement / Notice of Filing of Canadian Orders filed by Steven William Golden on behalf of Iovate Health Sciences International Inc.. 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(Golden, Steven) (Entered: 04/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/460981504/","id":460981504,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71301647/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476061871/","id":476061871,"tags":[],"absolute_url":"/docket/71301647/97/iovate-health-sciences-international-inc/","date_created":"2026-04-16T09:33:14.006304-07:00","date_modified":"2026-05-19T13:57:12.856534-07:00","sha1":"b4faaf00b3015d6658dabf6e2822210b408b6338","page_count":2,"file_size":160428,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.97.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.97.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"25-11958-mg             Doc 97     Filed 04/16/26 Entered 04/16/26 12:27:30                     Main Document\n                                                Pg 1 of 2\n\n\n\n    Steven W. Golden\n    Mary F. Caloway (admitted pro hac vice)\n    PACHULSKI STANG ZIEHL & JONES LLP\n    1700 Broadway, 36th Floor\n    New York, New York 10019\n    Telephone: 212-561-7700\n    Facsimile: 212-561-7777\n\n    Counsel to the Foreign Representative\n\nUNITED STATES BANKRUPTCY COURT\nSOUTHERN DISTRICT OF NEW YORK\n\n\nIn re:                                                              Chapter 15\n\nIOVATE HEALTH SCIENCES                                              Case No. 25-11958 (MG)\nINTERNATIONAL INC., 1 et al.\n                                                                    (Jointly Administered)\n                    Debtors in a Foreign Proceeding.\n\n\n                NOTICE OF FILING OF FOURTH REPORT OF THE MONITOR\n\n          PLEASE TAKE NOTICE that Iovate Health Sciences International Inc., in its capacity as\n\nthe authorized foreign representative (the \u201cForeign Representative\u201d) of the above-captioned\n\nforeign debtors in respect of proceedings under the Companies\u2019 Creditors Arrangement Act, R.S.C.\n\n1985, c. C-36 (as amended, the \u201cCCAA\u201d), pending before the Ontario Superior Court of Justice\n\n(Commercial List) (the \u201cCanadian Court\u201d), by and through its undersigned counsel, hereby files\n\nthe Fourth Report of the Monitor (the \u201cFourth Report\u201d) filed in the Canadian Proceeding on April\n\n9, 2026. A true and correct copy of the Fourth Report without attachments is attached hereto as\n\nExhibit A.\n\n\n\n\n1\n          The Debtors in the Canadian Proceeding, along with the last four digits of each Debtor\u2019s United States Tax\n          Identification Number or Canadian Business Number, as applicable, are as follows: (i) Iovate Health Sciences\n          International Inc. (0696); (ii) Iovate Health Sciences U.S.A. Inc. (3542); and (iii) Northern Innovations\n          Holding Corp. (3909).\n\n\n\n4934-5806-4801.2 42848.00001\n\f25-11958-mg             Doc 97   Filed 04/16/26 Entered 04/16/26 12:27:30      Main Document\n                                              Pg 2 of 2\n\n\n\nDated: April 16, 2026                         PACHULSKI STANG ZIEHL & JONES LLP\n\n\n                                                  /s/ Steven W. Golden\n                                                  Steven W. Golden\n                                                  Mary F. Caloway (admitted pro hac vice)\n                                                  1700 Broadway, 36th Floor\n                                                  New York, New York 10019\n                                                  Telephone: 212-561-7700\n                                                  Facsimile: 212-561-7777\n\n                                                  Counsel to the Foreign Representative\n\n\n\n\n4934-5806-4801.2 42848.00001\n\f","ocr_status":2,"date_upload":"2026-04-16T14:41:24.530531-07:00","document_number":"97","attachment_number":null,"pacer_doc_id":"126024477158","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Statement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476088421/","id":476088421,"tags":[],"absolute_url":"/docket/71301647/97/1/iovate-health-sciences-international-inc/","date_created":"2026-04-16T11:37:19.743537-07:00","date_modified":"2026-04-18T12:15:39.302857-07:00","sha1":"a58e8722fc79d380eb5af8c1e62b0e7db23ce17f","page_count":25,"file_size":863947,"filepath_local":"recap/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.97.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysb.331143/gov.uscourts.nysb.331143.97.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"   25-11958-mg             Doc 97-1   Filed 04/16/26 Entered 04/16/26 12:27:30   Exhibit A\n                                               Pg 1 of 25\n\n\n\n                                             EXHIBIT A\n\n\n\n\n4934-5806-4801.2 42848.00001\n\f   25-11958-mg   Doc 97-1   Filed 04/16/26 Entered 04/16/26 12:27:30     Exhibit A\n                                     Pg 2 of 25\n\n\n\n\nFourth Report of                                                       April 9, 2026\n\nKSV Restructuring Inc.\nas CCAA Monitor of\nXiwang Iovate Holdings Company\nLimited, Iovate Health Sciences\nInternational Inc., Iovate Health\nSciences U.S.A. Inc., Iovate Health\nSciences Australia PTY Ltd and\nNorthern Innovations Holding Corp.\n\f  25-11958-mg             Doc 97-1           Filed 04/16/26 Entered 04/16/26 12:27:30                                     Exhibit A\n                                                      Pg 3 of 25\n\n\n\n\n  Contents                                                                                                                   Page\n1.0    Introduction ......................................................................................................... 1\n       1.1        Purposes of this Fourth Report ................................................................ 4\n       1.2        Restrictions .............................................................................................. 5\n       1.3        Currency .................................................................................................. 5\n2.0    Background ......................................................................................................... 5\n3.0    SISP .................................................................................................................... 6\n       3.1     Conduct of the SISP ................................................................................ 6\n       3.2     Results of the SISP and Selection of Successful Bid ............................... 7\n4.0    Proposed Transactions........................................................................................ 8\n       4.1   Subscription Agreement ........................................................................... 8\n       4.2   Reverse Vesting Structure ..................................................................... 10\n       4.3   Related Party Considerations ................................................................ 12\n       4.4   Proposed Releases................................................................................ 13\n       4.5   Monitor\u2019s Recommendation ................................................................... 13\n5.0    Sealing Order .................................................................................................... 14\n6.0    Proposed Distribution ........................................................................................ 15\n       6.1   Distribution to the Administrative Agent.................................................. 15\n       6.2   Payments in respect of the Administrative Professionals Charge ........... 16\n       6.3   Payment to the Sales Agent ................................................................... 16\n       6.4   Payment of the KERP Payment ............................................................. 17\n       6.5   Monitor\u2019s Recommendation ................................................................... 17\n7.0    Cash Flow Forecast........................................................................................... 17\n8.0    Stay Extension .................................................................................................. 18\n9.0    Monitor\u2019s Activities ............................................................................................. 19\n10.0   Conclusion and Recommendation ..................................................................... 21\n\f   25-11958-mg           Doc 97-1        Filed 04/16/26 Entered 04/16/26 12:27:30                       Exhibit A\n                                                  Pg 4 of 25\n\n\n\n\nAppendices\nAppendix                                                                                                 Tab\n     Redacted Subscription Agreement ....................................................................A\n     Cash Flow Forecast and the Monitor\u2019s Report on Cash Flow ............................B\n     First Report of the Proposal Trustee dated September 8, 2025 ........................ C\n     Second Report of the Proposal Trustee dated October 1, 2025 ........................ D\n     Third Report of the Proposal Trustee dated October 15, 2025 ...........................E\n     Joint Fourth Report of the Proposal Trustee and Report of the Proposed\n     Monitor dated October 30, 2025 ........................................................................ F\n     First Report of the Monitor dated November 25, 2025 ...................................... G\n     Supplement to the First Report of the Monitor dated November 27, 2025......... H\n     Second Report of the Monitor dated December 9, 2025 ..................................... I\n     Third Report of the Monitor dated January 23, 2026 .......................................... J\n\n\n\nConfidential Appendix                                                                                 Tab\n      Summary of Phase 1 LOIs and Phase 2 Bids .................................................... 1\n      Unredacted Subscription Agreement ................................................................. 2\n\n\n\n\nksv advisory inc.                                                                                                Page ii of ii\n\f   25-11958-mg          Doc 97-1    Filed 04/16/26 Entered 04/16/26 12:27:30            Exhibit A\n                                             Pg 5 of 25\n\n\n\n\n                                                                Court File No. BK-25-03268936-0031\n\n\n\n                                           ONTARIO\n                                   SUPERIOR COURT OF JUSTICE\n                                       (COMMERCIAL LIST)\n\n            IN THE MATTER OF THE COMPANIES\u2019 CREDITORS ARRANGEMENT ACT,\n                            R.S.C. 1985, c. C-36, AS AMENDED\n\n             AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT\n              OF XIWANG IOVATE HOLDINGS COMPANY LIMITED, IOVATE HEALTH\n            SCIENCES INTERNATIONAL INC., IOVATE HEALTH SCIENCES U.S.A. INC.,\n               IOVATE HEALTH SCIENCES AUSTRALIA PTY LTD, and NORTHERN\n                             INNOVATIONS HOLDING CORP.\n\n                                FOURTH REPORT OF THE MONITOR\n                                   KSV RESTRUCTURING INC.\n\n\n                                            APRIL 9, 2026\n\n1.0 Introduction\n       1.      On September 5, 2025, Iovate Health Sciences International Inc. (\u201cIovate\n               International\u201d), Iovate Health Sciences U.S.A. Inc. (\u201cIovate USA\u201d) and Northern\n               Innovations Holding Corp. (\u201cNorthern Innovations\u201d, and collectively, the \u201cNOI\n               Applicants\u201d) each filed a Notice of Intention to Make a Proposal (collectively the\n               \u201cNOIs\u201d, each an \u201cNOI\u201d) in accordance with the Bankruptcy and Insolvency Act, R.S.C.\n               1985, c. B-3, as amended (such proceedings, the \u201cProposal Proceedings\u201d), and KSV\n               Restructuring Inc. (\u201cKSV\u201d) consented to act as proposal trustee (in such capacity, the\n               \u201cProposal Trustee\u201d).\n\n       2.      On October 3, 2025, the Ontario Superior Court of Justice (Commercial List) (the\n               \u201cCourt\u201d) granted an order, among other things, extending the time for the NOI\n               Applicants to file a proposal to November 4, 2025.\n\n       3.      On October 31, 2025, the Court granted an order (the \u201cInitial Order\u201d), that among\n               other things:\n\n               a)   granted a stay of proceedings in favour of the NOI Applicants, Xiwang Iovate\n                    Holdings Company Limited (\u201cIovate Holdings\u201d) and Iovate Health Sciences\n                    Australia PTY Ltd (\u201cIovate Australia\u201d, collectively, the \u201cApplicants\u201d) and\n                    protection under the Companies\u2019 Creditors Arrangement Act, R.S.C. 1985. c. C-\n                    36 (the \u201cCCAA\u201d and such proceedings, the \u201cCCAA Proceedings\u201d), as amended,\n                    to and including December 12, 2025 (the \u201cStay Period\u201d);\n\n\n\n\nksv advisory inc.                                                                           Page 1 of 19\n\f   25-11958-mg             Doc 97-1    Filed 04/16/26 Entered 04/16/26 12:27:30                  Exhibit A\n                                                Pg 6 of 25\n\n\n               b)   extended the benefit of the stay of proceedings to five related foreign entities (the\n                    \u201cNon-Applicant Stay Parties\u201d). 1 The Applicants, together with the Non-\n                    Applicant Stay Parties are collectively referred to as the \u201cIovate Group\u201d;\n\n               c)   granted certain charges on the Property (as defined in the Initial Order);\n\n               d)   authorized Iovate International to continue to act as the foreign representative of\n                    the NOI Applicants in the Chapter 15 proceedings; and\n\n               e)   appointed KSV as the monitor of the Applicants (in such capacity, the \u201cMonitor\u201d).\n\n        4.     On November 12, 2025, the United States Bankruptcy Court for the Southern District\n               of New York (the \u201cNew York Court\u201d) entered an order amending its prior Order\n               entered on October 28, 2025, and recognizing and enforcing the Initial Order with\n               respect to Iovate International, Iovate USA, Northern Innovations, Muscletech LLC,\n               XP Sports LLC and SimpleVita Nutrition LLC (such proceedings, the \u201cChapter 15\n               Proceedings\u201d).\n\n        5.     On November 28, 2025, the Court granted:\n\n               a)   an order (the \u201cSISP Order\u201d) approving: (i) the sale and investment solicitation\n                    process (the \u201cSISP\u201d) to be conducted by the Monitor, with the assistance of the\n                    Applicants and the Sales Agent (as defined below), in consultation with Royal\n                    Bank of Canada as agent (the \u201cAdministrative Agent\u201d) for a syndicate of\n                    lenders (the \u201cLenders\u201d), and (ii) authorizing and empowering the Monitor and\n                    the Sales Agent to implement the SISP pursuant to the terms thereof; and\n\n               b)   an Amended and Restated Initial Order (\u201cARIO\u201d), among other things:\n\n                     i.     authorizing the Monitor, nunc pro tunc, to the exclusion of all others\n                            (including the Applicants and their respective officers and directors) to: (i)\n                            negotiate and execute the letter agreement dated November 11, 2025\n                            between the Applicants and Origin Merchant Partners (the \u201cSales Agent\u201d)\n                            (the \u201cEngagement Letter\u201d), on behalf of the Applicants; (ii) cause the\n                            Applicants to perform their obligations under the Engagement Letter; and\n                            (iii) perform such other functions and duties, and enter into any agreements\n                            or incur any obligations on behalf of and in the name of the Applicants, as\n                            may be necessary or incidental to the negotiation, execution and\n                            performance of the Engagement Letter by the Applicants;\n\n                    ii.     granting a Sales Agent Charge (as defined in the ARIO) in the maximum\n                            amount of CA $1.75 million in respect of a fee if a transaction is agreed to\n                            by the Applicants, calculated based on the transaction value, and the Sales\n                            Agent\u2019s expenses, which charge shall be subordinate only to the\n                            Administrative Professionals Charge and Directors\u2019 Charge (each as\n                            defined in the ARIO); and\n\n                    iii.    extending the Stay Period to and including January 30, 2026.\n\n\n\n1 The Non-Applicant Stay Parties consist of: Infinity Insurance Co. Ltd., Iovate Health Sciences Europe Limited,\nMuscletech LLC, XP Sports LLC and SimpleVita Nutrition LLC.\n\nksv advisory inc.                                                                                    Page 2 of 20\n\f   25-11958-mg             Doc 97-1   Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                               Pg 7 of 25\n\n\n       6.      On December 12, 2025, the Court granted an order (the \u201cEnhanced Monitor Powers\n               Order\u201d) for enhanced powers to permit the Monitor to more directly supervise and,\n               where appropriate, manage the Applicants\u2019 business in order to ensure the fair and\n               transparent administration of the CCAA Proceedings and the SISP. The enhanced\n               powers granted pursuant to this Order enable the Monitor to exercise any powers\n               which may be properly exercised by a board of directors or any officers of the\n               Applicants.\n\n       7.      On January 6, 2026, the Monitor prepared and delivered a governance protocol (the\n               \u201cGovernance Protocol\u201d) to the senior management teams of each of the Applicants.\n               On January 9, 2026, counsel for the Monitor also delivered the Governance Protocol\n               to counsel for Chunhua Jingxi (Tianjin) Investment Center (Limited Partnership), and\n               counsel for the directors and officers of each of Iovate Holdings and Matthew Zauner,\n               a director of Iovate Australia. Among other things, the purpose of the Governance\n               Proposal was to ensure that:\n\n               a)   all persons previously reporting to the CEO of the Applicants thereafter report to\n                    the Monitor; and\n\n               b)   any and all communications regarding the SISP or information requests related\n                    to the Business or Property of the Applicants was thereafter directed solely to\n                    the Monitor.\n\n       8.      On January 29, 2026, the Court granted an order, among other things, extending the\n               Stay Period to and including April 17, 2026, to allow the Monitor, with the assistance\n               of the Applicants and the Sales Agent, to continue to carry out the Court-approved\n               SISP.\n\n       9.      On February 2, 2026, the Court granted:\n\n               a)   an order (the \u201cIncentive Payments, KERP and Sealing Order\u201d) approving:\n\n                     i.     the payment of certain incentive payments to general and international\n                            employees;\n\n                    ii.     a key employee retention plan (\u201cKERP\u201d); and\n\n                    iii.    a charge on the Property in the amount of US $257,000 to secure half of\n                            the payment to be made to key employees under the KERP (the \u201cKERP\n                            Charge\u201d); and\n\n               b)   an order (the \u201cPrincipal Payments Order\u201d) authorizing the Applicants to make\n                    certain principal payments to the Administrative Agent on behalf of the Lenders;\n                    subject to certain conditions including the Monitor obtaining a valid security\n                    opinion and the Monitor being satisfied that the Applicants have sufficient liquidity\n                    to make such principal payment, when due.\n\n\n\n\nksv advisory inc.                                                                              Page 3 of 20\n\f   25-11958-mg             Doc 97-1   Filed 04/16/26 Entered 04/16/26 12:27:30            Exhibit A\n                                               Pg 8 of 25\n\n\n\n1.1    Purposes of this Fourth Report\n\n       1.      The purposes of this report (the \u201cFourth Report\u201d) are to:\n\n               a)   provide the Court with an update on the outcome and results of the SISP;\n\n               b)   summarize the terms of the Subscription Agreement dated April 2, 2026 (the\n                    \u201cSubscription Agreement\u201d) between Iovate Holdings and 1001542267 Ontario\n                    Inc. (the \u201cPurchaser\u201d);\n\n               c)   set out the Monitor\u2019s basis for recommending that the Court issue an approval\n                    and reverse vesting order (the \u201cARVO\u201d), among other things, to:\n\n                     i.     approve the Subscription Agreement and the transactions contemplated\n                            therein (the \u201cTransactions\u201d);\n\n                    ii.     grant a sealing order in respect the Confidential Appendices (as defined\n                            herein) to this Fourth Report; and\n\n                    iii.    grant a release in favour of the current and former directors, officers,\n                            employees, consultants, legal counsel and advisors to an entity to be\n                            formed (\u201cResidual Co.\u201d), the Monitor, the Monitor\u2019s legal counsel, Origin\n                            Merchant Partners and the Purchaser and their respective current\n                            directors, officers, partners, employees, consultants, legal counsel\n                            advisors and assignees;\n\n               d)   recommend that the Court issue an order (the \u201cDistribution, Stay Extension\n                    and Ancillary Relief Order\u201d), among other things, to:\n\n                     i.     authorize and empower the Monitor to retain amounts to fund the\n                            Administrative Reserve (defined below);\n\n                    ii.     authorize and empower the Monitor to make one or more distributions or\n                            payments, as applicable, at such times as it deems appropriate, to: (i) the\n                            Administrative Agent; and (ii) the parties owed the Priority Amounts\n                            (defined below);\n\n                    iii.    approve the reports filed by the Proposal Trustee and the Monitor from the\n                            commencement of the Proposal Proceedings and CCAA Proceedings,\n                            respectively and the activities of the Proposal Trustee or Monitor, as\n                            applicable, described therein; and\n\n                    iv.     extend the Stay Period to June 26, 2026;\n\n               e)   report on the Applicants\u2019 cash flow projection for the twelve-week period\n                    commencing on April 6, 2026 and ending on June 26, 2026 (the \u201cCash Flow\n                    Forecast\u201d); and\n\n               f)   provide the Court with an update on the Monitor\u2019s activities since the Third Report\n                    of the Monitor dated January 23, 2026 (\u201cThird Report\u201d).\n\n       2.      Capitalized terms used but not otherwise defined in this Fourth Report have the\n               meanings given to such terms in the ARIO.\n\nksv advisory inc.                                                                             Page 4 of 20\n\f   25-11958-mg          Doc 97-1      Filed 04/16/26 Entered 04/16/26 12:27:30               Exhibit A\n                                               Pg 9 of 25\n\n\n\n1.2    Restrictions\n\n       1.      In preparing this Fourth Report, the Monitor has relied upon the Applicants\u2019 audited\n               and unaudited financial information, the books and records of the Applicants, and\n               discussions with the Applicants\u2019 representatives and legal counsel.\n\n       2.      The Monitor has not audited or otherwise attempted to verify the accuracy or\n               completeness of the financial information relied on to prepare this Fourth Report in a\n               manner that complies with Canadian Auditing Standards (\u201cCAS\u201d) pursuant to the\n               Chartered Professional Accountants of Canada Handbook and, accordingly, the\n               Monitor expresses no opinion or other form of assurance contemplated under the CAS\n               in respect of such information. Any party wishing to place reliance on the financial\n               information should perform its own diligence.\n\n       3.      The Monitor has not performed an examination of the Cash Flow Forecast in\n               accordance with the standards for such work as outlined in the Chartered Professional\n               Accountants of Canada Handbook. Future-oriented financial information relied upon\n               in this Fourth Report is based on the Applicants\u2019 assumptions regarding future events;\n               actual results achieved may vary from this information and these variations may be\n               material. The Monitor expresses no opinion or other form of assurance on whether the\n               Cash Flow Forecast will be achieved.\n\n1.3    Currency\n\n       1.      Unless otherwise noted, all currency references in this Fourth Report are in U.S.\n               Dollars.\n\n\n2.0 Background\n       1.      The Applicants are part of the Iovate Group, a group of companies engaged in the\n               development, production and sale of health and nutrition products in Canada, the\n               United States and internationally. The Iovate Group\u2019s key brands include\n               MuscleTech\u2122, Hydroxycut\u2122, Six Star\u00ae, and Purely Inspired\u00ae, which are sold in over\n               90 countries worldwide.\n\n       2.      The principal purpose of these CCAA Proceedings was to create a stabilized\n               environment to enable the Applicants to undertake a Court-supervised SISP to either\n               refinance the Applicants\u2019 existing debt or enter into a sale or other strategic transaction\n               in respect of the Applicants and/or their assets.\n\n       3.      All court materials filed in this matter in respect of the Proposal Proceedings of the NOI\n               Applicants, the CCAA Proceedings of the Applicants and the Chapter 15 Proceedings\n               are     available     on      the   Monitor\u2019s     website     at    the   following    link:\n               https://www.ksvadvisory.com/experience/case/Iovate (the \u201cCase Website\u201d).\n\n\n\n\nksv advisory inc.                                                                                Page 5 of 20\n\f   25-11958-mg               Doc 97-1       Filed 04/16/26 Entered 04/16/26 12:27:30            Exhibit A\n                                                    Pg 10 of 25\n\n\n\n3.0 SISP\n3.1    Conduct of the SISP\n\n       1.      The Monitor, with the assistance of the Applicants and the Sales Agent, in consultation\n               with the Administrative Agent, has carried out the SISP in accordance with the SISP\n               Order. The SISP provided for an extensive marketing process to solicit interest in an\n               investment in or acquisition of the Applicants\u2019 business.\n\n       2.      As discussed in the Third Report, to allow for additional negotiations in the interest of\n               maximizing value, the Monitor, in consultation with the Sales Agent and with the\n               consent of the Administrative Agent, extended the SISP milestones as follows:\n\n                    Milestone                                             Original Dates       Revised Dates\n                    Court approval of SISP                           November 28, 2025     November 28, 2025\n                    SISP Commencement                                November 13, 2025     November 13, 2025\n                    Phase 1 Bid Deadline                               January 23, 2026      February 4, 2026\n                    Phase 1 Bid Assessment and Notification (if        January 30, 2026     February 11, 2026\n                    any)\n                    Phase 2 Qualified Bid Deadline (if applicable)       March 9, 2026        March 20, 2026\n                    Auction (if applicable)                             March 16, 2026        March 27, 2026\n                    Selection of Successful Bid                         March 20, 2026          April 1, 2026\n                    Approval Order Hearing                                April 1, 2026        April 15, 2026\n                    Outside Date                                          June 3, 2026         June 17, 2026\n\n       3.      The SISP was to be conducted in two phases. A summary of Phase 1 of the SISP is\n               as follows:\n\n               a)       the Monitor, with the assistance of the Sales Agent, commenced the marketing\n                        process for the SISP on November 13, 2025;\n\n               b)       commencing on December 4, 2025, the Sales Agent sent an interest solicitation\n                        letter outlining the acquisition opportunity (the \u201cTeaser Letter\u201d) to 196 potential\n                        buyers, of which 160 were financial sponsors and 36 were strategic buyers;\n\n               c)       61 potential buyers executed non-disclosure agreements (\u201cNDAs\u201d), of which 49\n                        were executed by financial sponsors and 12 were executed by strategic buyers\n                        (collectively, the \u201cPotential Bidders\u201d);\n\n               d)       each Potential Bidder was provided: (i) a confidential information memorandum\n                        prepared by the Sales Agent, with the assistance of the Monitor, which included\n                        a detailed overview of the acquisition opportunity; and (ii) access to a virtual data\n                        room populated and managed by the Sales Agent, under the supervision of the\n                        Monitor, containing financial details and qualitative information relevant to the\n                        acquisition opportunities;\n\n               e)       on January 16, 2026, the Sales Agent issued a SISP Process Letter to each\n                        Potential Bidder, describing the key terms and requirements of the SISP\n                        pursuant to the SISP Order;\n\n               f)       pursuant to the revised timelines under the SISP, the deadline for Potential\n                        Bidders to submit a letter of intent was February 4, 2026 (the \u201cLOI Deadline\u201d);\n                        and\n\n\nksv advisory inc.                                                                                   Page 6 of 20\n\f   25-11958-mg          Doc 97-1    Filed 04/16/26 Entered 04/16/26 12:27:30            Exhibit A\n                                            Pg 11 of 25\n\n\n               g)   ten letters of intent (\u201cLOIs\u201d) were received on the LOI Deadline, of which seven\n                    were advanced to Phase 2 after satisfying the Phase 1 Bid requirements (a\n                    \u201cPhase 1 Qualified Bid\u201d, and such party, a \u201cPhase 1 Qualified Bidder\u201d). A\n                    summary of such LOIs is included in Confidential Appendix \u201c1\u201d. The Monitor\u2019s\n                    recommendation with respect to sealing this information is provided in Section\n                    5.0 below.\n\n       4.      In accordance with the timelines under the SISP, on February 11, 2026, the Sales\n               Agent sent each Phase 1 Qualified Bidder a Phase 2 SISP Process Letter describing\n               the key terms and requirements of the SISP with respect to Phase 2 specifically,\n               pursuant to the SISP Order.\n\n       5.      During Phase 2 of the SISP, the Monitor and the Sales Agent worked closely together\n               and with the Applicants\u2019 management to address extensive due diligence requests\n               from Phase 1 Qualified Bidders.\n\n3.2    Results of the SISP and Selection of Successful Bid\n\n       1.      On or around March 20, 2026, the Sales Agent received four offers, of which two were\n               in the form of definitive documents as required by the SISP. A summary of such offers\n               is included in Confidential Appendix \u201c1\u201d. The Monitor\u2019s recommendation with respect\n               to sealing this information is provided in Section 5.0 below.\n\n       2.      As contemplated by the SISP and following consultation with the Administrative Agent,\n               the Monitor and the Sales Agent engaged with each of the interested parties that\n               submitted offers by the Phase 2 Qualified Bid Deadline and subsequently requested\n               those interested parties to improve their bids.\n\n       3.      The Monitor, in consultation with the Sales Agent and the Administrative Agent,\n               reviewed the offers received by the Phase 2 Qualified Bid Deadline, including\n               amendments made to certain of those offers following subsequent discussions\n               between the interested parties and the Sales Agent.\n\n       4.      On April 1, 2026, the Monitor, in consultation with the Sales Agent and the\n               Administrative Agent, selected the bid submitted by the Purchaser, as the successful\n               bid (the \u201cSuccessful Bid\u201d). The Successful Bid is to be implemented pursuant to a\n               Subscription Agreement, which is more particularly described below. At the time of the\n               selection of the Successful Bid, the Monitor understands that the Purchaser was\n               affiliated with Xiwang Foodstuffs Co. Ltd.\n\n       5.      The Monitor understands that following execution of the Subscription Agreement on\n               April 2, 2026, the beneficial ownership of the Purchaser has changed. The Monitor is\n               advised by counsel to the Purchaser that the Purchaser is no longer related to Iovate\n               Holdings (as contemplated by subsections 36(4) and 36(5) of the CCAA).\n\n\n\n\nksv advisory inc.                                                                           Page 7 of 20\n\f   25-11958-mg                Doc 97-1      Filed 04/16/26 Entered 04/16/26 12:27:30                 Exhibit A\n                                                    Pg 12 of 25\n\n\n       6.      In consultation with the Sales Agent and the Administrative Agent, the Monitor\n               considered whether it would be appropriate to identify and advance a back-up bidder\n               in connection with the SISP. Following those discussions, the Monitor ultimately\n               determined that proceeding without a back-up bidder was appropriate in the\n               circumstances. Advancing a back-up bid would have required additional time and\n               professional fees to negotiate commercially feasible terms and to finalize definitive\n               agreements, which would have delayed seeking Court approval of the Successful Bid.\n               The Monitor therefore determined that it was in the best interests of the stakeholders\n               to proceed expeditiously with seeking approval of the Successful Bid without\n               designating a back-up bidder.\n\n4.0 Proposed Transactions2\n4.1    Subscription Agreement\n\n       1.      The terms of the Transactions are set forth in the Subscription Agreement. A redacted\n               copy of the Subscription Agreement is attached as Appendix \u201cA\u201d. The unredacted\n               copy is attached as Confidential Appendix \u201c2\u201d.\n\n       2.      The following table sets out the key terms of the Subscription Agreement and the\n               Transactions:\n\n                                            Key Terms of the Subscription Agreement\n\n                    Parties                    Xiwang Iovate Holdings Company Limited, as the Company.\n\n                                               1001542267 Ontario Inc., as the Purchaser.\n\n                    Transaction Structure      The Transaction is structured as a reverse vesting transaction\n                                               whereby:\n                                                  \u2022 at Closing, the Purchaser will subscribe for and acquire\n                                                      100 common shares in the capital of the Company (the\n                                                      \"Purchased Shares\"), free and clear of all\n                                                      Encumbrances (other than Permitted Encumbrances);\n                                                  \u2022 the Existing Shares and all related plans, agreements,\n                                                      options, and rights will be terminated and cancelled for\n                                                      no consideration;\n                                                  \u2022 the Excluded Assets, Excluded Contracts and Excluded\n                                                      Liabilities will be transferred to and vested in Residual\n                                                      Co. pursuant to the ARVO; and\n                                                  \u2022 the Principal Entities (being, the Company, Iovate\n                                                      International, Iovate USA, Northern Innovations and\n                                                      Iovate Australia) will retain the Retained Assets and\n                                                      Retained Liabilities.\n\n                    Purchase Price                 \u2022   Redacted given commercial sensitivity. The amount of\n                                                       the Purchase Price is provided in the unredacted version\n                                                       of the Subscription Agreement attached as Confidential\n                                                       Appendix \u201c2\u201d.\n\n\n\n\n2 Capitalized terms used in this section but not defined herein have the meaning ascribed to them in the Subscription\n\nAgreement.\n\nksv advisory inc.                                                                                         Page 8 of 20\n\f   25-11958-mg                Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30                   Exhibit A\n                                                   Pg 13 of 25\n\n\n                    Deposit                   The Purchaser has paid to the Monitor a Deposit representing\n                                              approximately 10% of the Purchase Price.\n\n                    Retained Assets           All assets, properties, Business Intellectual Property, Retained\n                                              Contracts, undertakings and rights of every kind owned by the\n                                              Principal Entities as of Closing, as set forth in Schedule\n                                              1.1(cccc), and not including the Excluded Assets.\n\n                    Excluded Assets           Excluded Assets include:\n                                                  \u2022 tax records and Books and Records relating to Excluded\n                                                     Liabilities;\n                                                  \u2022 Excluded Contracts;\n                                                  \u2022 the Closing Payment;\n                                                  \u2022 rights in favour of Residual Co. under the Subscription\n                                                     Agreement;\n                                                  \u2022 assets specifically set forth in Schedule 2.2;\n                                                  \u2022 any other assets identified by the Purchaser as\n                                                     Excluded Assets no later than two business days before\n                                                     Closing.\n\n                    Retained Liabilities      The following liabilities shall be retained by the Principal Entities:\n                                                 \u2022 all Post-Filing Claims;\n                                                 \u2022 all Liabilities under the Retained Contracts arising from\n                                                       and after Closing;\n                                                 \u2022 Cure Costs;\n                                                 \u2022 Tax Liabilities for any period from and after Closing;\n                                                 \u2022 demand promissory notes owing by the Company to\n                                                       Xiwang Foodstuffs (Qingdao) Co., Ltd and Xiwang\n                                                       Foodstuffs Co. Ltd. in the aggregate amount of\n                                                       approximately US $49 million;\n                                                 \u2022 certain pre-filing accounts payable as determined by the\n                                                       Purchaser; and\n                                                 \u2022 any other Liabilities identified by the Purchaser as\n                                                       Retained Liabilities no later than two business days\n                                                       before Closing.\n\n                    Excluded Liabilities      Excluded Liabilities (set forth in Schedule 2.4) will be transferred\n                                              to Residual Co. pursuant to the Approval and Reverse Vesting\n                                              Order.\n\n                    Retained Contracts        The Contracts of the Principal Entities specified in Schedule\n                                              1.1(dddd). A detailed list will follow no later than two Business\n                                              Days prior to the Closing Date; all other Contracts shall be\n                                              Excluded Contracts.\n\n                    Employee Matters          The Company shall cause the applicable Principal Entity to\n                                              terminate the employment of each Terminated Employee\n                                              effective immediately prior to the Closing Time. The Purchaser\n                                              may designate Terminated Employees no later than (2) days\n                                              before Closing.\n\n                    \u201cAs is, where is\u201d         The Purchaser will subscribe for and purchase the Purchased\n                                              Shares on an \u201cas is, where is\u201d basis.\n\n\n\n\nksv advisory inc.                                                                                         Page 9 of 20\n\f   25-11958-mg             Doc 97-1   Filed 04/16/26 Entered 04/16/26 12:27:30                   Exhibit A\n                                              Pg 14 of 25\n\n\n                    Court Approvals      The Transactions are subject to obtaining the following orders:\n                                            \u2022 the ARVO; and\n                                            \u2022 an Order of the New York Court in the Chapter 15\n                                                Proceedings recognizing and giving effect to the ARVO.\n\n                    Releases             Effective at Closing:\n                                             \u2022 the Purchaser releases the Monitor and its affiliates,\n                                                  officers, directors, employees and advisors from all\n                                                  Released Claims; and\n                                             \u2022 the Company releases the Purchaser, the Monitor and\n                                                  their respective affiliates, officers, directors and advisors\n                                                  from all Released Claims.\n\n                    Outside Date         May 29, 2026.\n\n                    Termination          The Subscription Agreement may be terminated:\n                                            \u2022 by either party if Closing does not occur by the Outside\n                                                Date (provided the terminating party did not cause the\n                                                failure);\n                                            \u2022 by mutual written consent of the parties, with the\n                                                consent of the Monitor;\n                                            \u2022 by either party upon issuance of a Final Order\n                                                prohibiting the Transactions;\n                                            \u2022 by either party upon termination, dismissal or conversion\n                                                of the CCAA Proceedings;\n                                            \u2022 by the Company upon material breach by the Purchaser\n                                                that is not cured within 10 days;\n                                            \u2022 by the Purchaser upon material breach by the Company\n                                                that is not cured within 10 days; and\n                                            \u2022 by either party if the Court declines to grant the ARVO\n                                                or the New York Court declines to grant the Vesting\n                                                Recognition Order (provided the terminating party did\n                                                not cause such non-approval).\n\n\n       3.      The Subscription Agreement does not vest out any of the Liabilities owed by any of\n               the Non-Applicant Stay Parties.\n\n       4.      The Outside Date in the Subscription Agreement is May 29, 2026. The Monitor\n               understands that the Purchaser is working diligently to be in a position to close the\n               Transactions prior to that date, pending requisite approvals from the Court and the\n               New York Court.\n\n       5.      In addition to service of the motion record on the service list to the CCAA Proceedings\n               (the \u201cService List\u201d), the Monitor has also served the motion record on the Applicants\u2019\n               known contractual counterparties requiring notice of a change of control.\n\n4.2    Reverse Vesting Structure\n\n       1.      The Transactions contemplated in the Subscription Agreement have been structured\n               as a reverse vesting transaction.\n\n       2.      The Monitor believes it is necessary and appropriate for the Transactions to be\n               completed pursuant to a reverse vesting order (\u201cRVO\u201d).\n\nksv advisory inc.                                                                                   Page 10 of 20\n\f   25-11958-mg         Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30              Exhibit A\n                                            Pg 15 of 25\n\n\n       3.      In forming its view, the Monitor considered the issues raised by Canadian Courts in\n               CCAA proceedings when considering granting an RVO, including the considerations\n               articulated in Harte Gold Corp. (Re), 2022 ONSC 653. These considerations are set\n               out below:\n\n               a)   Why is an RVO necessary in this case?\n\n                    Iovate International possesses two forms of licenses to sell its products in\n                    Canada. One license is a Natural Health Products Site License (the \u201cSite\n                    License\u201d) which is required to import goods into Canada. The other license is a\n                    Natural Health Product License (the \u201cProduct License\u201d) which is required to sell\n                    Iovate International\u2019s products in Canada. Iovate International has 25 Product\n                    Licenses to cover 34 products (the difference between the number of licenses to\n                    products is due to multiple flavours of a product being offered). These licenses\n                    cannot be transferred. Iovate International understands that new applications for\n                    the Site Licenses can take anywhere from 35-95 days to be granted. New\n                    applications for Product Licenses can take from 60-310 days to be granted.\n                    Preserving the Site License and the Product Licenses is a key factor driving the\n                    Purchaser\u2019s requirement that the Transaction be completed through an RVO.\n                    The Monitor also understands that the Purchaser is not prepared to acquire the\n                    business under an alternative structure.\n\n                    Additionally, as of December 31, 2025, Iovate International had approximately\n                    US $114 million in non-capital losses available to be carried forward (the \u201cTax\n                    Losses\u201d). The value of the Tax Losses cannot be realized by way of an asset\n                    sale.\n\n                    The Applicants also have significant contracts that will remain with the Applicants\n                    pursuant to the Subscription Agreement. An RVO will mitigate substantial delays\n                    and costs associated with seeking consents to assignment from contract\n                    counterparties or court approval of assignments if such consents cannot be\n                    obtained.\n\n               b)   Does the RVO structure produce an economic result at least as favourable as\n                    any other viable alternative?\n\n                    The reverse vesting structure facilitates a more efficient and swift completion of\n                    the Transactions, without exposure to the risks, costs or delays of applying for\n                    new Health Canada licenses, which are non-transferrable. In addition, the\n                    reverse vesting structure preserves the value of the Tax Losses.\n\n                    The Monitor also notes that a comprehensive SISP was conducted during these\n                    CCAA Proceedings. The Transactions represent, in the Monitor\u2019s view, the best\n                    economic outcome from the SISP.\n\n                    The Monitor is strongly of the view that further time marketing the business for\n                    sale will not result in a superior transaction and would be prejudicial to the\n                    stakeholders of the Applicants, and in particular, the Lenders.\n\n\n\n\nksv advisory inc.                                                                           Page 11 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30              Exhibit A\n                                             Pg 16 of 25\n\n\n               c)   Is any stakeholder worse off under an RVO structure than they would have been\n                    under any other viable alternative?\n\n                    Completing the Transactions under a reverse vesting structure will not result in\n                    any material prejudice or impairment to any of the Applicants\u2019 creditors\u2019 rights\n                    that they would not otherwise suffer under an asset sale structure. As a result of\n                    the SISP, the Monitor is of the view that there would be no amounts available for\n                    distribution to any of the Applicants\u2019 creditors that are subordinate to the Lenders\n                    under any other viable alternative process.\n\n                    Additionally, the Subscription Agreement contemplates that amounts, if any, that\n                    are required to cure monetary defaults of the Applicants under any contract that\n                    is a Retained Contract under the Subscription Agreement are Retained Liabilities\n                    of the Principal Entities. Thus, this RVO structure does not waive the monetary\n                    default amounts that would otherwise by payable pursuant to an assignment of\n                    retained or assumed contracts in an asset sale structure.\n\n                    As at the writing of this Report, the Monitor understands that the Administrative\n                    Agent, on behalf of the Lenders, is supportive of the Transaction and the Monitor\n                    is not aware of any opposition to the RVO structure.\n\n               d)   Does the consideration being paid for the debtor\u2019s business reflect the\n                    importance and value of the licenses and permits (or other intangible assets)\n                    being preserved under the RVO structure?\n\n                    An RVO will preserve the Site License, key Product Licenses and the Tax\n                    Losses. The consideration being paid by the Purchaser is directly attributable to\n                    their importance and value of these attributes, which provides the best available\n                    outcome for many of the Applicants\u2019 key stakeholders, including the Lenders,\n                    and the Applicants\u2019 employees, suppliers and customers.\n\n4.3    Related Party Considerations\n\n       1.      Although the Monitor has been advised by the Purchaser's counsel that the Purchaser\n               is no longer related to Iovate Holdings for purposes of section 36 of the CCAA, the\n               Monitor still considered the Transaction on the basis that it did constitute a sale to a\n               related party within the meaning of subsection 36(4), and the Monitor believes that the\n               additional factors set out in subsection 36(4) of the CCAA are satisfied for the following\n               reasons:\n\n               a.   the SISP was conducted in a comprehensive manner that allowed the market to\n                    be broadly canvassed. The Monitor and the Sales Agent contacted a substantial\n                    number of potentially interested parties, including both financial sponsors and\n                    strategic buyers not related to the Applicants. The SISP was designed to, and in\n                    fact did, solicit interest from parties that were not related to the Applicants as\n                    evidenced by the number of LOIs received by the Phase 1 Bid Deadline and the\n                    multiple offers received by the Phase 2 Bid Deadline; and\n\n               b.   the consideration to be received under the Transaction is superior to any other\n                    executable transaction that was received in accordance with the SISP.\n\n\n\n\nksv advisory inc.                                                                             Page 12 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                             Pg 17 of 25\n\n\n\n4.4    Proposed Releases\n\n       1.      The proposed ARVO includes releases (the \u201cReleases\u201d) in favour of the current and\n               former directors, officers, employees, consultants, legal counsel and advisors to\n               Residual Co., the Monitor, the Monitor's legal counsel, Origin Merchant Partners and\n               the Purchaser and their respective current directors, officers, partners, employees,\n               consultants, legal counsel, advisors and assignees (collectively, the \u201cReleased\n               Parties\u201d). The Releases are limited to claims arising in connection with or relating to\n               the Subscription Agreement, the completion of the Transactions and the proposed\n               ARVO (the \u201cReleased Claims\u201d). The proposed Releases do not release, among other\n               things: (i) fraud or wilful misconduct; (ii) any claim against Residual Co. in respect of\n               the Excluded Assets, Excluded Contracts or Excluded Liabilities transferred pursuant\n               to the Subscription Agreement; (iii) any claim that is not permitted to be released\n               pursuant to section 5.1(2) of the CCAA; (iv) the parties\u2019 respective obligations under\n               the Subscription Agreement; or (v) the Purchaser from any liability or obligation to any\n               Debt Financing Source in relation to Debt Financing provided in connection with the\n               Subscription Agreement and the Transactions.\n\n       2.      The Monitor is of the view that the proposed Releases are appropriate in the\n               circumstances. The Monitor, its counsel and the Sales Agent have facilitated an\n               extensive SISP process and negotiated the Subscription Agreement on behalf of the\n               Applicants. The Releases are essential to the consummation of the Transactions and\n               the orderly wind-down of these CCAA proceedings. The Monitor, having considered\n               the circumstances, believes each of the Released Parties has contributed to the\n               Transactions and the successful restructuring of the Applicants.\n\n       3.      The proposed Releases are limited in scope to claims relating to the Subscription\n               Agreement, the Transactions and the ARVO, and do not release claims unrelated to\n               the Transactions.\n\n       4.      Additionally, neither the Applicants nor the Monitor have received any indication from\n               stakeholders intending to assert a claim against any of the Released Parties in respect\n               of claims covered by the Releases.\n\n4.5    Monitor\u2019s Recommendation\n\n       1.      The Monitor makes the following observations and expresses the following views with\n               respect to the Transactions:\n\n               a)   the Monitor believes that its and the Sales Agent\u2019s efforts to market and sell the\n                    Applicants\u2019 business were reasonable in the circumstances;\n\n               b)   the SISP was conducted in a comprehensive manner that allowed the market to\n                    be broadly canvassed, including financial sponsors and strategic buyers not\n                    related to the Applicants;\n\n               c)   the Transactions will achieve a going concern outcome for the Applicants\u2019\n                    business; it contemplates the uninterrupted continuation of the Applicants\u2019\n                    operations and the continued employment of a substantial portion of the\n                    Applicants\u2019 employees;\n\n\n\n\nksv advisory inc.                                                                            Page 13 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                             Pg 18 of 25\n\n\n               d)   the Transactions represent the best recovery available pursuant to the SISP in\n                    the circumstances, and accordingly the best recovery available for the Lenders;\n\n               e)   the Monitor is of the view that the Transaction achieves a superior result to a\n                    liquidation of the Applicants\u2019 business. The Applicants\u2019 primary assets include\n                    inventory and accounts receivable, which would likely be realized at discounted\n                    values in a liquidation. In addition, the Applicants hold intellectual property that\n                    derives significant value from its continued use in an operating business and\n                    from its position in the relevant markets. The Monitor believes that the value of\n                    such intellectual property is likely to be materially impaired in a liquidation, due\n                    to market factors and the negative connotation commonly associated with\n                    distressed or forced sales. Further, a liquidation of the Applicants would involve\n                    significant complexity and cost given the geographic scope of its operations\n                    across multiple continents;\n\n               f)   For the reasons more particularly set out in Section 4.2 above, the Monitor is of\n                    the view that it is necessary and appropriate for the Transactions to be completed\n                    pursuant to a RVO structure, including:\n\n                       i. the RVO structure produces an economic result at least as favourable as\n                          any other viable alternative; and\n\n                      ii. no stakeholder is worse off under the RVO structure than they would be\n                          under any viable alternative; and\n\n               g)   the Transactions are the best available going concern transaction for the\n                    business and assets of the Applicants and is supported by the Administrative\n                    Agent, on behalf of the Lenders, who are the principal economic stakeholders.\n\n5.0 Sealing Order\n       1.      The Monitor recommends that Confidential Appendix \u201c1\u201d, being a summary of the\n               Phase 1 LOIs and Phase 2 Bids submitted, and Confidential Appendix \u201c2\u201d, being an\n               unredacted version of the Subscription Agreement (the \u201cConfidential Appendices\u201d),\n               be filed with the Court on a confidential basis and remain sealed until the Closing (as\n               defined in the Subscription Agreement) of the Transactions.\n\n       2.      Confidential Appendix \u201c1\u201d contains commercially sensitive financial information,\n               including the purchase price and deposit of the Subscription Agreement. Confidential\n               Appendix \u201c2\u201d discloses the structure, strategy and results of Phase 1 and Phase 2 bid\n               submissions of the SISP. Disclosure of the Confidential Appendices prior to the\n               Closing of the Transactions would undermine the integrity of any subsequent sale\n               process if the Transactions were not to close.\n\n       3.      Accordingly, the Monitor is seeking to seal this information until the Closing of the\n               Transactions. The Monitor is of the view that stakeholders will not be prejudiced by\n               the sealing.\n\n       4.      The salutary effects of sealing such information from the public record outweigh the\n               deleterious effects of doing so under the circumstances. The Monitor is of the view\n               that the sealing of the Confidential Appendices is consistent with the decision in\n               Sherman Estate v. Donovan, 2021 SCC 25.\n\nksv advisory inc.                                                                            Page 14 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                             Pg 19 of 25\n\n\n       5.      Accordingly, the Monitor believes the proposed sealing of the Confidential Appendices\n               is appropriate in these circumstances.\n\n6.0 Proposed Distribution\n       1.      The Applicants are seeking authorization to make one or more distributions to\n               Administrative Agent, on behalf of the Lenders, in an amount or amounts not to exceed\n               the full amount of Iovate International\u2019s \u201cIndebtedness\u201d (as such term is defined in the\n               amended and restated credit agreement dated June 30, 2021, the \u201cCredit\n               Agreement\u201d), subject to the Monitor retaining a reserve in an amount to be agreed to\n               by the Monitor and the Administrative Agent, acting reasonably (the \u201cAdministrative\n               Reserve\u201d) for payments of: (i) any amounts secured by the Administrative\n               Professionals Charge, Directors\u2019 Charge, Sales Agent Charge (each as defined in the\n               ARIO) and the KERP Charge, or as otherwise ordered by the Court (collectively, the\n               \u201cPriority Amounts\u201d); (ii) any amounts to facilitate the ongoing administration of these\n               CCAA Proceedings and any bankruptcy proceedings of Residual Co., including the\n               activities of the Applicants and Residual Co.; and (iii) such other amounts that the\n               Monitor and Administrative Agent determine, acting reasonably, are necessary and\n               prudent to be held back by the Monitor.\n\n       2.      The Monitor intends to make the following distributions and payments in relation to\n               amounts owing in respect of the following parties on or shortly after the Closing, as\n               more particularly described below:\n\n               a)   one or more distributions to the Administrative Agent, as described above; and\n\n               b)   the parties owed the Priority Amounts.\n\n6.1    Distribution to the Administrative Agent\n\n       1.      As detailed in the Third Report, Iovate International entered into a Credit Agreement\n               with the Administrative Agent and the Lenders. The Credit Agreement provides for a\n               revolving credit facility and a term loan facility.\n\n       2.      As of August 31, 2025, approximately US $100,606,023 of principal was owing under\n               the term loan facility, US $14,000,000 was owing under the revolving loan facility, and\n               an additional US $1,179,465 of default interest had accrued month-to-date for a total\n               amount owing of US $115,785,488.\n\n       3.      As security for the obligations under the Credit Agreement, the NOI Applicants and\n               related affiliates granted the Lenders a comprehensive security package. This\n               included, among other things: (i) a multi-party Group Guarantee by Iovate\n               International, Iovate USA, Northern Innovations and certain of their affiliates; (ii) a\n               Canadian general security agreement granted by Iovate International, Iovate USA,\n               Northern Innovations, Iovate Holdings and certain of their affiliates creating a first\n               priority lien over all present and after-acquired real and personal property; (iii) a US\n               general security agreement granted by Iovate USA and Iovate International (the \u201cUS\n               Security Agreement\u201d); and (iv) specific security over intellectual property, including\n               trademarks and patents held by Northern Innovations (collectively, the \u201cSecurity\n               Documents\u201d).\n\n\n\nksv advisory inc.                                                                           Page 15 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                             Pg 20 of 25\n\n\n       4.      As previously reported to the Court:\n\n               a)   the Monitor\u2019s Canadian counsel, Osler, Hoskin & Harcourt LLP (\u201cOsler\u201d)\n                    delivered an opinion to the Monitor which confirms, subject to the standard\n                    qualifications and assumptions customary in rendering security opinions of this\n                    nature, that the security granted by the NOI Applicants and Iovate Holdings\n                    under the Security Documents constitutes valid and enforceable security\n                    perfected by registration in the Province of Ontario; and\n\n               b)   the Monitor\u2019s US counsel, Cole Schotz P.C., delivered an opinion to the Monitor\n                    which confirms, subject to the standard qualifications and assumptions\n                    customary in rendering security opinions of this nature, that (i) the US Security\n                    Agreement is sufficient to create a valid security interest in the personal property\n                    (subject to certain exclusions) of Iovate USA and Iovate International under the\n                    laws of the State of New York, (ii) the Administrative Agent was properly granted\n                    liens on, and duly perfected such liens on, substantially all of the assets of (a)\n                    Iovate USA which can be perfected through the filing of a Uniform Commercial\n                    Code (\u201cUCC\u201d)-1 financing statement, and (b) Iovate International located in the\n                    US in accordance with the UCC.\n\n6.2    Payments in respect of the Administrative Professionals Charge\n\n       1.      On Closing, the Monitor intends to make payment of the amounts owing to the\n               beneficiaries of the Administrative Professionals Charge as at the Closing Date.\n\n6.3    Payment to the Sales Agent\n\n        1.     As described above, the ARIO approved the engagement of Origin Merchant Partners\n               as the Sales Agent for the SISP, pursuant to the Engagement Letter. The Engagement\n               Letter provided that the following fees be payable to the Sales Agent: (i) a monthly\n               work fee starting in November 2025 (the \u201cWork Fee\u201d) to be credited against any\n               Transaction Fee; and (ii) if a transaction is agreed to by the Applicants during the term\n               of Origin Merchant Partners\u2019 engagement, a transaction fee calculated based on the\n               value of the transaction shall be payable to Origin Merchant Partners on the earlier of\n               Closing or any change of control of the Applicants or ownership of any of their assets\n               (the \u201cTransaction Fee\u201d).\n\n        2.     In accordance with the Engagement Letter, the ARIO granted the Sales Agent Charge\n               over the Applicants\u2019 property, which pursuant to the Incentive Payments, KERP and\n               Sealing Order, ranks subordinate to the Administrative Professionals Charge and the\n               Directors\u2019 Charge.\n\n        3.     Both the amount of the Work Fee and the Transaction Fee were sealed pursuant to\n               the ARIO, pending further order of the Court.\n\n        4.     The Transaction Fee will be paid on Closing.\n\n        5.     The proposed Distribution, Stay Extension and Ancillary Relief Order provides that\n               upon payment of all amounts owing to the Sales Agent under the Engagement Letter,\n               the Sales Agent Charge will be automatically released and terminated without any\n               further action.\n\n\nksv advisory inc.                                                                            Page 16 of 20\n\f   25-11958-mg             Doc 97-1      Filed 04/16/26 Entered 04/16/26 12:27:30       Exhibit A\n                                                 Pg 21 of 25\n\n\n\n6.4    Payment of the KERP Payment\n\n       1.      Pursuant to the KERP, the KERP Payment is to be paid at the earlier of: (i) two weeks\n               following the closing of a successful transaction resulting from the SISP; and (ii)\n               September 30, 2026.\n\n       2.      Pursuant to the Incentive Payments, KERP and Sealing Order, the KERP Charge\n               ranks subordinate to the Administrative Professionals Charge, the Directors\u2019 Charge\n               and the Sales Agent Charge.\n\n       3.      The proposed Distribution, Stay Extension and Ancillary Relief Order provides that\n               upon payment of the KERP Payment, the KERP Charge will be automatically released\n               and terminated without any further action.\n\n6.5    Monitor\u2019s Recommendation\n\n       1.      The Administrative Agent consents to the proposed distribution and payment scheme.\n\n       2.      In the view of the Monitor, the proposed distribution and payment scheme, including\n               the retention of the Administrative Reserve by the Monitor, is reasonable and\n               appropriate in the circumstances.\n\n7.0 Cash Flow Forecast\n       1.      The Applicants, in consultation with the Monitor, have prepared the Cash Flow\n               Forecast for the twelve-week period from April 6, 2026 to June 26, 2026.\n\n       2.      A summary of the Cash Flow Forecast is provided below:\n\n                    (unaudited; $000s)                                 April 6, 2026 to June 26, 2026\n                    Receipts\n                       Collections                                                            34,353\n                    Total Receipts                                                            34,353\n\n                    Disbursements\n                       Inventory Purchases                                                  (27,500)\n                       Operating Expenses                                                    (7,960)\n                       Payroll and Benefits                                                  (2,482)\n                       Occupancy Costs                                                         (200)\n                       Other Expenses                                                          (761)\n                    Total Disbursements                                                     (38,903)\n                    Net Cash Flow Before the Undernoted                                      (4,550)\n\n                       Professional Fees                                                     (2,997)\n                       Principal Repayment                                                     (875)\n                       Interest                                                              (2,145)\n                    Net Cash Flow                                                           (10,567)\n\n                    Opening Cash Balance                                                      12,857\n                         Net Cash Flow                                                      (10,567)\n                         Cash adjustment on Closing                                          (2,290)\n                    Closing Cash Balance                                                         -\n\n\n\nksv advisory inc.                                                                          Page 17 of 20\n\f   25-11958-mg          Doc 97-1      Filed 04/16/26 Entered 04/16/26 12:27:30                 Exhibit A\n                                              Pg 22 of 25\n\n\n       3.      The Cash Flow Forecast indicated that the Applicants are projected to have sufficient\n               liquidity to operate through the proposed Stay Period (as more particularly described\n               below), if extended. It is anticipated that the Applicants will have sufficient liquidity from\n               cash on hand to fund their operations until the expected closing date of the\n               Transactions, which the Monitor understands is expected to occur before May 29,\n               2026. Thereafter, the Administrative Reserve, being the US $3,000,000 above, will\n               provide the Applicants with the requisite funding to operate through the Stay Period.\n\n       4.      The Cash Flow Forecast and the Monitor\u2019s statutory report on the Cash Flow Forecast\n               are attached as Appendix \u201cB\u201d. The Monitor has not sought the statutory report on\n               the Cash Flow Forecast to be executed by the Applicants given the Enhanced Monitor\n               Powers Order.\n\n8.0 Stay Extension\n       1.      The current Stay Period is set to expire on April 17, 2026. The Monitor is requesting\n               an extension of the Stay Period to and including June 26, 2026.\n\n       2.      The Monitor is requesting an extension of the Stay Period and believes that it is\n               appropriate in the circumstances for the following reasons:\n\n               a)    the Applicants are acting in good faith and with due diligence;\n\n               b)    the proposed extension would allow the Applicants the necessary time to obtain\n                     a recognition order of the ARVO from the New York Court and close the\n                     Transactions;\n\n               c)    notwithstanding that the Transactions are anticipated to close on or before May\n                     29, 2026, the Applicants will require additional time to attend to post-closing\n                     administrative matters, including certain of the proposed distributions, prior to\n                     returning to Court;\n\n               d)    the Monitor does not believe that any creditor will be materially prejudiced by the\n                     proposed extension of the Stay of Proceedings;\n\n               e)    the Administrative Agent, on behalf of Lenders, support the extension of the Stay\n                     Period;\n\n               f)    as of the date of this Fourth Report, the Monitor is not aware of any party\n                     opposed to an extension of the Stay of Proceedings; and\n\n               g)    the Cash Flow Forecast included in this Fourth Report reflects that the Applicants\n                     will have sufficient liquidity to fund their operations and the costs of these CCAA\n                     Proceedings through the proposed extension period.\n\n\n\n\nksv advisory inc.                                                                                 Page 18 of 20\n\f   25-11958-mg         Doc 97-1      Filed 04/16/26 Entered 04/16/26 12:27:30             Exhibit A\n                                             Pg 23 of 25\n\n\n\n9.0 Monitor\u2019s Activities\n       1.      From the commencement of the Proposal Proceedings to the Third Report, the Monitor\n               has:\n\n               a)   engaged with parties with respect to garnishment proceedings and achieved a\n                    Court-ordered resolution to ensure the NOI Applicants\u2019 access to critical liquidity;\n\n               b)   assisted the NOI Applicants in their negotiation with and performance of a\n                    settlement agreement with a logistics provider and lien claimant;\n\n               c)   worked with the NOI Applicants to stabilize their business and operations,\n                    including monitoring receipts, disbursements, payroll, and supplier relationships;\n\n               d)   communicated regularly with the NOI Applicants and their financial advisor in\n                    connection with the preparation and ongoing assessment of the Cash Flow\n                    Forecast;\n\n               e)   reviewed and analyzed the various cash flow forecasts prepared by the NOI\n                    Applicants to assess the reasonableness of underlying assumptions and confirm\n                    sufficiency of liquidity to fund their operations;\n\n               f)   engaged with the NOI Applicants\u2019 former warehouseman to address its lien\n                    claims and reach a consensual resolution;\n\n               g)   assisted the NOI Applicants in the performance of the settlement with the NOI\n                    Applicants\u2019 former warehouseman;\n\n               h)   engaged with creditors and other stakeholders of the Applicants, including\n                    suppliers and lenders, to provide updates and respond to inquiries regarding the\n                    restructuring process;\n\n               i)   negotiated the Engagement Letter;\n\n               j)   assisted in the preparation and development of the SISP;\n\n               k)   engaged with investment-banking firms to submit proposals in connection with\n                    the SISP;\n\n               l)   corresponded regularly with the Applicants\u2019 legal counsel and management team\n                    and its own counsel regarding all aspects of these CCAA Proceedings, including\n                    assisting the Applicants in the operation of their day-to-day business;\n\n               m)   assisted the Applicants in the design of the Incentive Payments and the KERP;\n\n               n)   posted the CCAA notice, list of creditors and other Court materials on the Case\n                    Website;\n\n               o)   mailed the CCAA notice to the Applicants\u2019 known creditors and filed Forms 1 and\n                    2 with the Office of the Superintendent of Bankruptcy, as required under the\n                    CCAA and the Initial Order, as applicable;\n\n\n\nksv advisory inc.                                                                            Page 19 of 20\n\f   25-11958-mg          Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30               Exhibit A\n                                             Pg 24 of 25\n\n\n               p)   arranged for notice of these CCAA Proceedings to be published in the Globe and\n                    Mail as required under the Initial Order;\n\n               q)   assisted the Applicants in the refinement of their cash flows and preparation of\n                    cash flow forecasts;\n\n               r)   developed and distributed the Governance Protocol;\n\n               s)   issued disclaimer notices pursuant to Section 32 of the CCAA in respect of\n                    certain contracts of Iovate International;\n\n               t)   assisted the Applicants in their discussions with certain suppliers;\n\n               u)   assisted an external auditor in commencing an audit of fiscal year 2025;\n\n               v)   monitored the Applicants\u2019 receipts and disbursements;\n\n               w)   coordinated with Canadian and U.S. legal counsel to address cross-border\n                    recognition, enforcement, and relief issues arising in connection with the Chapter\n                    15 proceedings; and\n\n               x)   with the assistance of legal counsel, prepared the First Report of the Proposal\n                    Trustee dated September 8, 2025, the Second Report of the Proposal Trustee\n                    dated October 1, 2025, the Third Report of the Proposal Trustee dated October\n                    15, 2025, the Joint Fourth Report of the Proposal Trustee and Report of the\n                    Proposed Monitor dated October 30, 2025, the First Report of the Monitor dated\n                    November 25, 2025, the Supplement to the First Report of the Monitor dated\n                    November 27, 2025, the Second Report of the Monitor dated December 9, 2025\n                    and the Third Report. Copies of the Proposal Trustee\u2019s reports and the Monitor\u2019s\n                    reports, without appendices, are respectively attached as Appendix \u201cC\u201d to\n                    Appendix \u201cJ\u201d in order of delivery.\n\n       2.      Since the Third Report, the Monitor has engaged in the following activities:\n\n               a)   corresponded regularly with the Applicants\u2019 management team and its own\n                    counsel regarding all aspects of these CCAA Proceedings, including assisting\n                    the Applicants in the operation of their day-to-day business;\n\n               b)   posted non-confidential materials filed with the Court to the Case Website;\n\n               c)   assisted in activities related to the SISP including facilitating and attending\n                    management presentations with Phase 1 Qualified Bidders, responding to due\n                    diligence inquiries and negotiating the terms of the Subscription Agreement;\n\n               d)   assisted an external auditor in completing an audit of fiscal year 2025;\n\n               e)   corresponded regularly with the Administrative Agent and its advisors to keep\n                    them apprised of all ongoing matters within these proceedings;\n\n               f)   assisted the Applicants in preparing the Cash Flow Forecast; and\n\n               g)   with the assistance of its legal counsel, drafted this Fourth Report.\n\n\nksv advisory inc.                                                                              Page 20 of 20\n\f   25-11958-mg         Doc 97-1     Filed 04/16/26 Entered 04/16/26 12:27:30          Exhibit A\n                                            Pg 25 of 25\n\n\n\n10.0 Conclusion and Recommendation\n       1.      Based on the foregoing, the Monitor respectfully requests that this Honourable Court\n               grant the relief sought in the proposed ARVO and Distribution, Stay Extension and\n               Ancillary Relief Order.\n\n                                                   *   *   *\n\nAll of which is respectfully submitted,\n\n\n\n\nKSV RESTRUCTURING INC.,\nIN ITS CAPACITY AS MONITOR OF\nXIWANG IOVATE HOLDINGS COMPANY LIMITED,\nIOVATE HEALTH SCIENCES INTERNATIONAL INC.,\nIOVATE HEALTH SCIENCES U.S.A. INC., IOVATE\nHEALTH SCIENCES AUSTRALIA PTY LTD AND\nNORTHERN INNOVATIONS HOLDING CORP.\nAND NOT IN ITS PERSONAL CAPACITY\n\n\n\n\nksv advisory inc.                                                                        Page 21 of 20\n\f","ocr_status":1,"date_upload":"2026-04-16T14:41:25.130505-07:00","document_number":"97","attachment_number":1,"pacer_doc_id":"126024477159","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A","acms_document_guid":""}],"date_created":"2026-04-16T09:33:13.980344-07:00","date_modified":"2026-05-19T13:57:12.835314-07:00","date_filed":"2026-04-16","time_filed":"12:27:30","entry_number":97,"recap_sequence_number":"2026-04-16.003","pacer_sequence_number":329,"description":"Statement / Notice of Filing of Fourth Report of the Monitor filed by Steven William Golden on behalf of Iovate Health Sciences International Inc.. (Attachments: # 1 Exhibit A) (Golden, Steven) (Entered: 04/16/2026)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=71301647&page_size=40"}