Skinny Nutritional Corp.(fka SKNYQ)

[Toxic Avenger]

Looks like the filing was actually to try and prevent Trim from taking the IP rights. Not sure how they'll pull that off since the note was secured.

"Skinny Nutritional Corp. (Pink Sheets:SKNY) announced today it filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the Eastern District of Pennsylvania, at 10:33 am est on May 3, 2013. The company, manufacturer of "Skinny Water" and other Skinny branded products, sought bankruptcy protection in order to avoid a forfeiture of the Company's most important and valuable assets; namely its intellectual property rights. The Chapter 11 filing was in response to actions and increasing demands from the Company's lender Trim Capital, LLC ("Trim"). The Company claims Trim failed to complete its financing obligations under an agreement which would have provided up to $15,000,000 in funding, funding only $1,270,000.00 of its obligations to the Company. Following that failure, Trim arranged a UCC foreclosure which would have resulted in the Company's substantial intellectual property rights being lost to Trim. The Company reports that business will operate as usual, while it restructures its obligations."

"(1) On June 28, 2012, Skinny Nutritional Corp. (the "Company") and Trim Capital LLC ("Trim") entered into a Securities Purchase Agreement (the "Purchase Agreement") relating to a financing transaction for a maximum of $15,000,000 in total proceeds to the Company. The financing is structured to occur in three separate closings, with each of the second and third closings subject to certain conditions. At the first closing (the "First Closing") which was completed on June 28, 2012, the Company sold a $1,000,000 senior secured note to Trim. The second closing, as described in footnote 2 (the "Second Closing"), is scheduled to occur within the next 60 days.
(2) At the Second Closing, Trim will purchase an additional $3,000,000 of securities of the Company, consisting of an additional senior secured note and equity units (the "Equity Units") consisting of shares of a new series of Senior Preferred Stock ("Senior Preferred") and Common Stock. Based on the current number of authorized but unissued and unreserved shares of Common Stock, the parties contemplated that the Company will be unable to issue more than 100,000,000 shares of Common Stock to Trim; provided, that Trim may elect to purchase less than 100,000,000 shares of Common Stock at the Second Closing. Therefore, Trim may be deemed to beneficially own up to 100,000,000 shares of Common Stock. At the third closing (the "Third Closing"), Trim will purchase $5,000,000 of Equity Units and the notes sold at the First and Second Closings will convert into additional Equity Units, such that after the Third Closing, Trim will own $9,000,000 of Senior Preferred and 65% of the Common Stock."