Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1

 Check if this is an 

amended filing

Official Form 201

Voluntary Petition for Non-Individuals Filing for Bankruptcy 06/22

If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case 

number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s name Impel Pharmaceuticals Inc.

2. All other names debtor used 

in the last 8 years

Include any assumed names, 

trade names, and doing business 

as names

Impel NeuroPharma, Inc.

3. Debtor’s federal Employer 

Identification Number (EIN) 2 6 ‒ 3058238

4. Debtor’s address Principal place of business Mailing address, if different from principal place 

of business

201 Elliot Avenue West

Number Street

 

Number Street

Suite 260

P.O. Box

Seattle WA 98119

City State ZIP Code

 

City State ZIP Code

Location of principal assets, if different from

principal place of business

King

County Number Street

City State ZIP Code

5. Debtor’s website (URL) https://www.impelpharma.com

United States Bankruptcy Court for the:

Northern District of Texas (State)

Case number (If known): Chapter 11

Fill in this information to identify the case:

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 1 of 21
Debtor Impel Pharmaceuticals Inc. Name

Case number (if known) 

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2

6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))

 Partnership (excluding LLP)

 Other. Specify: 

7. Describe debtor’s business

A. Check one:

 Health Care Business (as defined in 11 U.S.C. § 101(27A))

 Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))

 Railroad (as defined in 11 U.S.C. § 101(44))

 Stockbroker (as defined in 11 U.S.C. § 101(53A))

 Commodity Broker (as defined in 11 U.S.C. § 101(6))

 Clearing Bank (as defined in 11 U.S.C. § 781(3))

None of the above

B. Check all that apply:

 Tax-exempt entity (as described in 26 U.S.C. § 501)

 Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.

§ 80a-3)

 Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See 

http://www.uscourts.gov/four-digit-national-association-naics-codes .

8. Under which chapter of the 

Bankruptcy Code is the 

debtor filing?

Check one:

 Chapter 7 

 Chapter 9 

A debtor who is a “small business 

debtor” must check the first subbox. A debtor as defined in

§ 1182(1) who elects to proceed 

under subchapter V of chapter 11 

(whether or not the debtor is a 

“small business debtor”) must 

check the second sub-box.

Chapter 11. Check all that apply: 

 The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its 

aggregate noncontingent liquidated debts (excluding debts owed to insiders or 

affiliates) are less than $3,024,725. If this sub-box is selected, attach the most 

recent balance sheet, statement of operations, cash-flow statement, and federal 

income tax return or if any of these documents do not exist, follow the procedure in 

11 U.S.C. § 1116(1)(B).

 The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate 

noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are 

less than $7,500,000, and it chooses to proceed under Subchapter V of 

Chapter 11. If this sub-box is selected, attach the most recent balance sheet, 

statement of operations, cash-flow statement, and federal income tax return, or if 

any of these documents do not exist, follow the procedure in 11 U.S.C.

§ 1116(1)(B).

 A plan is being filed with this petition.

 Acceptances of the plan were solicited prepetition from one or more classes of 

creditors, in accordance with 11 U.S.C. § 1126(b).

 The debtor is required to file periodic reports (for example, 10K and 10Q) with the 

Securities and Exchange Commission according to § 13 or 15(d) of the Securities 

Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing 

for Bankruptcy under Chapter 11 (Official Form 201A) with this form.

 The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 

12b-2.

  Chapter 12

3 2 5 4

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 2 of 21
Debtor Impel Pharmaceuticals Inc. Name

Case number (if known) 

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3

9. Were prior bankruptcy cases 

filed by or against the debtor 

within the last 8 years?

If more than 2 cases, attach a 

separate list.

No

 Yes. District When Case number 

MM / DD / YYYY

District When Case number 

MM / DD / YYYY

10. Are any bankruptcy cases 

pending or being filed by a 

business partner or an 

affiliate of the debtor?

List all cases. If more than 1, 

attach a separate list.

 No

Yes. Debtor See Schedule 1 Relationship Afilliate 

District Northern District of Texas When 12/19/2023 

MM / DD / YYYY

Case number, if known 

11. Why is the case filed in this 

district? 

Check all that apply:

 Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days 

immediately preceding the date of this petition or for a longer part of such 180 days than in any other 

district.

A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have 

possession of any real 

property or personal property 

that needs immediate 

attention?

 No

 Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.

Why does the property need immediate attention? (Check all that apply.)

 It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. 

What is the hazard? 

 It needs to be physically secured or protected from the weather.

 It includes perishable goods or assets that could quickly deteriorate or lose value without 

attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related 

assets or other options).

 Other 

Where is the property?

Number Street

 

City State ZIP Code

Is the property insured?

 No

 Yes. Insurance agency 

Contact name 

Phone

Statistical and administrative information

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 3 of 21
12 19

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 4 of 21
Debtor Impel Pharmaceuticals Inc. Name

Case number (if known)

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5

18. Signature of attorney  /s/ Rakhee V. Patel Date 12/19/2023

Signature of attorney for debtor MM/DD/YYYY

Rakhee Patel

Printed name

Sidley Austin LLP

Firm name

2021 McKinney Ave, Suite 2000

Number Street

Dallas Texas 75201

City

(214) 981-3421

State ZIP Code

rpatel@sidley.com

Contact phone

00797213 Texas

Email address

Bar number State

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 5 of 21
 Check if this is an 

amended filing

Schedule 1

Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

 

On the date hereof, each of the entities listed below (collectively, the “Debtors”) filed a petition 

in the United States Bankruptcy Court for the Northern District of Texas for relief under chapter 11 of 

title 11 of the United States Code. The Debtors have moved for joint administration of these cases 

under the case number assigned to the chapter 11 case of Impel Pharmaceuticals Inc. 

Impel Pharmaceuticals Inc.

Impel NeuroPharma Australia Pty Ltd 

United States Bankruptcy Court for the:

Northern District of Texas (State)

Case number (If known): Chapter 11

Fill in this information to identify the case:

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 6 of 21
Rider 1

Official Form 201A (12/15)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

In re:

IMPEL PHARMACEUTICALS INC.,

 Debtor. 

Chapter 11 

Case No. 23-_____ (___) 

Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11

If any of the debtor’s securities are registered under Section 12 of the Securities Exchange Act of 1934, the SEC file 

number is CIK1445499

The following financial data is the latest available information and refers to the debtor’s condition on

September 30, 2023

Total assets $ 35,073,000

Total debts (including debts listed in 2.c., below) $ 126,978,000

Debt securities held by more than 500 holders

secured ☐ unsecured ☐ subordinated ☐ $

secured ☐ unsecured ☐ subordinated ☐ $

secured ☐ unsecured ☐ subordinated ☐ $

secured ☐ unsecured ☐ subordinated ☐ $

secured ☐ unsecured ☐ subordinated ☐ $

Number of shares of preferred stock 0

Number of shares of common stock 23,749,005

Comments, if any: Total assets and total debts are listed as set forth in the Debtor’s unaudited balance sheet for

fiscal period ended September 30, 2023. To the Debtor’s knowledge, the shares of common stock listed above are

those outstanding as of September 30, 2023.

Brief description of debtor’s business: The Debtor is a commercial-stage biopharmaceutical company with a 

mission to develop transformative therapies for people suffering from diseases with unmet medical needs, including the

acute treatment of migraine headaches via the Debtor’s flagship drug—Trudhesa.

List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more of the voting 

securities of debtor: 

KKR Iris Investors; NORWEST VENTURE PARTNERS XIV LP; 5AM Ventures V, L.P.; Vivo Capital LLC; and

Venbio Capital LLC

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 7 of 21
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

In re:

IMPEL PHARMACEUTICALS INC., 

 Debtor. 

Chapter 11 

Case No. 23-_____ (___) 

LIST OF REGISTERED EQUITY SECURITY HOLDERS1

Pursuant to rule 1007(a)(3) of the Federal Rules of Bankruptcy Procedure, the following is 

a list of holders of equity securities of the above-captioned debtor. 

Equity Holder Address of Equity Holder Percentage of Equity Held

N/A N/A N/A

1

 By the Debtors’ Emergency Motion for Entry of an Order (I) Authorizing the Debtors to (A) File a Consolidated 

Creditor Matrix and (B) File a Consolidated List of 30 Largest Unsecured Creditors; (II) Waiving the 

Requirement to File a List of Equity Security Holders; (III) Authorizing the Debtors to Redact Certain Personal 

Identifying Information; (IV) Approving the Form and Manner of Notifying Creditors of the Commencement of 

the Chapter 11 Cases and Other Information; and (V) Granting Related Relief filed contemporaneously herewith, 

the Debtor is requesting a waiver of the requirement under Bankruptcy Rule 1007 to file a list of all of its equity 

security holders. 

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 8 of 21
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

In re:

IMPEL PHARMACEUTICALS INC., 

 Debtor. 

Chapter 11 

Case No. 23-_____ (___) 

CORPORATE OWNERSHIP STATEMENT

Pursuant to rules 1007(a)(1) and 7007.1 of the Federal Rules of Bankruptcy Procedure, the

following are corporations, other than a government unit, that directly or indirectly own 10% or 

more of any class of the debtor’s equity interests.

Shareholder Approximate Percentage of Shares Held

KKR Iris Investors 17.3%

NORWEST VENTURE PARTNERS XIV LP 13.0%

5AM Ventures V, L.P. 12.1%

Vivo Capital LLC 12.1%

Venbio Capital LLC 11.6%

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 9 of 21
December 18

18

18

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 10 of 21
RESOLUTIONS OF THE BOARD OF DIRECTORS OF

IMPEL PHARMACEUTICALS INC.

(a Delaware corporation)

Pursuant to a special meeting (the “Meeting”) of the board of directors (the “Board”) of 

Impel Pharmaceuticals Inc., a Delaware corporation (the “Company”), at which a quorum was 

present, upon a motion duly made and seconded and acting pursuant to the Company’s 

organizational documents, the members of the Board, constituting all of the directors then in office, 

took the following actions and adopted the following resolutions: 

WHEREAS, pursuant to the Delaware General Corporation Law (“DGCL”) and the 

Company’s Amended and Restated Bylaws (the “Bylaws”), the Board is authorized to consent to, 

adopt, and approve the following resolutions and each and every action effected thereby; 

WHEREAS, the Board has reviewed and considered the materials presented by, or on 

behalf of, the Company’s management (“Management”) and financial and legal advisors 

(collectively, the “Advisors”), including, but not limited to, materials regarding the liabilities, 

obligations, and liquidity of the Company, the strategic alternatives available to the Company, and 

the impact of the foregoing on the Company’s business; 

WHEREAS, the Board has determined that in light of the current circumstances of the 

Company and its subsidiary, it is in the best interests of the Company, its creditors, equity holders, 

subsidiaries, and employees that the Company have access to additional guidance, expertise, and 

assistance in the form of a Chief Restructuring Officer; and

WHEREAS, the Board has considered presentations from the Company’s management 

and advisors concerning the potential appointment of a Chief Restructuring Officer for the 

Company and determined that it is in the best interests of the Company, its creditors, equity 

holders, subsidiaries, and employees that the Company retain Mr. Brandon Smith to provide 

services as their Chief Restructuring Officer (the “CRO”); and

WHEREAS, the Board has been provided with and given the opportunity to review a form 

of engagement letter for the CRO engagement and determined that the Company’s execution of 

such engagement letter, including the indemnification and reimbursement provisions thereof, is 

reasonable and in the best interests of the Company, its creditors, equity holders, subsidiaries, and 

employees; and

WHEREAS, the Board deems it to be advisable and in the best interest of the Company to 

enter into that certain Asset Purchase Agreement by and among the Company and JN Bidco LLC, 

a Puerto Rico limited liability company, in substantially the form attached hereto as Exhibit A (the 

“Asset Purchase Agreement”), pursuant to which, among other things the Purchaser will purchase 

substantially all of the assets of the Company and assuming certain liabilities of the Company upon 

the terms and conditions of the Asset Purchase Agreement (the “Specified Transaction”); 

WHEREAS, the Board has reviewed and considered presentations by Management and 

the Advisors of the Company regarding the advantages and disadvantages of filing voluntary 

petitions for relief (the “Bankruptcy Petitions”) pursuant to chapter 11 of title 11 of the United 

States Code, 11 U.S.C. § 101 et seq. (as amended, the “Bankruptcy Code”) and have had adequate 

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 11 of 21
opportunity to consult such persons regarding the materials presented, obtain additional 

information, and to fully consider each of the strategic alternatives available to the Company; and

WHEREAS, the Board has determined, in its business judgment, that the following 

resolutions are advisable and in the best interests of the Company, its interest holders, its 

subsidiaries, its creditors, other stakeholders, and other parties in interest. 

NOW, THEREFORE, IT IS HEREBY RESOLVED, that, pursuant to the applicable 

governing documents of the Company, the undersigned do hereby adopt the following resolutions:

1. Appointment of CRO

RESOLVED, that Mr. Brandon Smith of Teneo Capital LLC is hereby appointed as the

CRO of the Company; 

RESOLVED FURTHER, that effective immediately, the Board hereby determines that 

Mr. Smith shall be deemed an “officer” of the Company within the meaning of Section 16 of, and 

Rule 16a-1(f) of the rules promulgated under, the Exchange Act and an “executive officer” of the 

Company within the meaning of Item 401(b) of Regulation S-K, Rule 3b-7 promulgated under the 

Exchange Act and Rule 405 promulgated under the Securities Act of 1933, as amended; 

RESOLVED FURTHER, that the Company is hereby authorized to retain Teneo Capital 

LLC (“Teneo”) to provide interim management services to the Company and to compensate Teneo 

for the provision of such services on the terms previously presented to the Board; 

2. Approval of Asset Purchase Agreement

RESOLVED FURTHER, that the form terms and provisions of the Asset Purchase 

Agreement, including all exhibits and schedules attached thereto (collectively, the “Specified 

Transaction Documents”), be and here are, determined to be fair, advisable and in the best interest 

of the Company and that the Asset Purchase Agreement be, and hereby is, adopted and approved 

in all respects;

RESOLVED FURTHER, that the Company shall be, and hereby is, and the Authorized 

Persons shall be, and each of them, acting alone, hereby is, in the name and on behalf of the 

Company, authorized, directed and empowered to execute and deliver the Asset Purchase 

Agreement and the Specified Transaction Documents, subject to such modifications thereto as the

Board or Management may deem necessary or advisable (the approval of which to be conclusively 

established by the execution thereof by an Authorized Person); 

RESOLVED FURTHER, in addition to the specific authorizations heretofore conferred 

upon the Authorized Persons, the Authorized Persons, either individually or as otherwise required 

by each Company’s Governing Documents and applicable law, be, and each of them hereby is, 

authorized to execute (under hand or under the common seal of the Company if appropriate), 

acknowledge, deliver, and file any and all agreements, certificates, instruments, powers of 

attorney, letters, forms, transfer, deeds and other documents on behalf of the Company relating to 

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 12 of 21
the Asset Purchase Agreement and the Specified Transaction Documents.

3. Chapter 11 Filing

RESOLVED, that the members of the Board have considered their fiduciary duties under

applicable law in exercising their powers and discharging their duties, to act honestly and in good 

faith with a view to the best interests of the Company as a whole, to exercise the care, diligence, 

and skill that a reasonably prudent person would exercise in comparable circumstances, and, as 

applicable, with consideration to the Company’s public benefit purpose; 

RESOLVED FURTHER, that in the judgment of the Board, it is desirable and in the best 

interests of the Company, its interest holders, subsidiaries, creditors, other stakeholder, and other 

parties in interest, that the Company shall be, and hereby is, in all respects authorized to file, or 

cause to be filed, the Bankruptcy Petitions under the provisions of chapter 11 of the Bankruptcy 

Code in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy 

Court”) for the Company and any of its subsidiaries, and any other petition for relief or recognition 

or other order that may be desirable under applicable law in the United States, and, in accordance 

with the requirements of the Company’s governing documents and applicable law, hereby consents 

to, authorizes, and approves, the filing of the Bankruptcy Petitions (the chapter 11 cases initiated 

by the filing of the Bankruptcy Petitions, the “Chapter 11 Cases”); 

RESOLVED FURTHER, that any director or duly appointed officer of the Company, 

each acting individually and with full power of substitution (together with any persons to whom 

such persons delegate certain responsibilities, collectively, the “Authorized Persons”) be, and 

hereby is, authorized to execute and file on behalf of the Company all petitions, schedules, lists, 

and other motions, papers, or documents, and to take any and all action that such Authorized 

Person deems necessary or proper to obtain such relief, including, but not limited to, any action 

necessary or proper to maintain the ordinary course operations of the Company and/or obtain 

additional financing in accordance with the Bankruptcy Code. 

4. Retention of Professionals

RESOLVED, that each of the Authorized Persons, acting individually and with full power

of substitution, be, and hereby is, authorized, empowered and directed to retain the following 

professionals on behalf of the Company: (i) the law firm of Sidley Austin LLP, as general 

bankruptcy counsel; (ii) the law firm of Fenwick & West LLP as special corporate counsel (iii) the 

investment banking firm of Moelis & Company as investment banker; (iv) Omni Agent Solutions, 

as claims and noticing agent and administrative advisor; and (v) any other legal counsel, 

accountants, financial advisors, restructuring advisors, or other professionals as such Authorized 

Person deems necessary, appropriate, or advisable to represent and assist the Company in carrying 

out its duties and responsibilities and exercising its rights under the Bankruptcy Code and any 

applicable law (including, but not limited to, the law firms filing any pleadings or responses) and 

to take any and all actions to advance the rights and obligations of the Company, including filing 

any motions, objections, replies, applications, or pleadings; and in connection therewith, each of 

the Authorized Persons be, and hereby is authorized, empowered, and directed, in accordance with 

the terms and conditions hereof, to execute appropriate retention agreements, pay appropriate 

retainers, and to cause to be filed appropriate applications for authority to retain such services; and

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 13 of 21
RESOLVED FURTHER, that each of the Authorized Persons be, and hereby are, 

authorized and empowered and directed to execute and file all petitions, schedules, motions, lists, 

applications, pleadings, or other papers, and to perform such further actions and execute such 

further documentation that the Authorized Persons in their absolute discretion deem necessary, 

appropriate, or desirable in accordance with these resolutions. 

5. Use of Cash Collateral and Adequate Protection

RESOLVED, that the Company will obtain benefits from the use of its property, including

cash collateral (as that term is defined in section 363(a) of the Bankruptcy Code (the “Cash 

Collateral”)), which is security for certain of the Company’s prepetition secured lenders under 

certain credit facilities by and among the Company, the guarantors party thereto, and the lenders 

party thereto (the “Prepetition Secured Lenders”);

RESOLVED FURTHER, each of the Authorized Persons be, and hereby are, authorized, 

directed, and empowered in the name of, and on behalf of, the Company to seek approval of the 

use of cash collateral pursuant to a cash collateral order in interim and final form (a “Cash 

Collateral Order”), and any Authorized Person be, and hereby is, authorized, empowered, and 

directed to negotiate, execute, and deliver any and all agreements, instruments, or documents, by 

or on behalf of the Company, necessary or advisable to implement the Cash Collateral Order, 

including providing for adequate protection to the Prepetition Secured Lenders in accordance with 

section 363 of the Bankruptcy Code (the “Adequate Protection Obligations”), as well as any 

additional or further agreements for the use of cash collateral in connection with the chapter 11 

cases, which agreement(s) may require the Company to grant adequate protection and security 

interests to the Prepetition Secured Lenders and each other agreement, instrument, or document to 

be executed and delivered in connection therewith, by or on behalf of the Company pursuant 

thereto or in connection therewith, all with such changes therein and additions thereto as any 

Authorized Person, such approval to be conclusively evidenced by the taking of such action or by 

the execution and delivery thereof; 

RESOLVED FURTHER, that the Company, as debtors and debtors in possession under 

the Bankruptcy Code be, and hereby is, authorized to incur the Adequate Protection Obligations. 

6. Marketing Process and Sale

RESOLVED, that the Company, with the assistance of its Advisors, is authorized to

continue its fulsome marketing and sale process during the Chapter 11 Cases, including contacting, 

discussing, negotiating, and soliciting offers from potential bidders, including conducting any 

auction in connection therewith, in order to receive the highest or otherwise best offer for the sale 

of the Company’s Assets (collectively, the “Sale Process”); 

RESOLVED FURTHER, that in the judgment of the Company, it is desirable and in the 

best interests of each Company, its interest holders, its subsidiaries, its creditors, and other parties 

in interest that each Company be, and hereby is, authorized to negotiate, execute, and enter into, 

all required documentation to consummate any sale transaction for the highest or otherwise best 

offer for the sale of any assets of each Company (the “Sale Transaction(s)”) (including any 

stalking horse agreement, asset purchase agreements or any other agreements or documents 

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 14 of 21
evidencing any such sale (collectively, the “Purchase Agreement(s)”)), with such changes, 

additions, and modifications thereto as an Authorized Person shall approve; 

RESOLVED FURTHER, that the Company shall be, and hereby is, and the Authorized 

Persons shall be, and each of them, acting alone, hereby is, in the name and on behalf of the 

Company, authorized, directed and empowered to seek entry of an order or orders authorizing 

entry into any Purchase Agreement(s) and consummation of the Sale Transaction(s) contemplated 

thereby, all substantially in accordance with documents that have been presented or will be 

presented to the Board and/or filed with the Bankruptcy Court, subject to such modifications 

thereto as the Board or Management may deem necessary or advisable (the approval of which to 

be conclusively established by the execution thereof by an Authorized Person); 

RESOLVED FURTHER, that each of the Authorized Persons be, and hereby is, 

authorized and empowered to take any and all actions necessary or advisable to advance each

Company’s rights and obligations under any Purchase Agreement and/or the Sale Process, 

including filing of additional pleadings with the Bankruptcy Court; and in connection therewith, 

each Authorized Person, with power of delegation, is hereby authorized and directed to take all 

necessary actions in furtherance of the foregoing resolutions; 

RESOLVED FURTHER, the Board hereby authorizes, adopts, approves, ratifies and 

confirms the Sale Transaction(s) and each Company’s entry into the Purchase Agreement(s), and 

each of the documents and agreements contemplated under any Purchase Agreement (the 

“Transaction Documents”) to which the Company is a party, and the performance of the 

Company’s obligations thereunder and (subject to the approval of the Bankruptcy Court) the 

consummation of the Sale Transaction(s) contemplated thereby; 

RESOLVED FURTHER, that each Authorized Person hereby is authorized and 

empowered to execute and deliver any Purchase Agreement(s), any Transaction Documents and 

any and all certificates, agreements, instruments, documents and undertakings of any kind and 

nature contemplated thereunder to which each Company is to be a party or as are necessary or 

appropriate to consummate the Sale Transaction(s) contemplated by any Purchase Agreement(s) 

and the Transaction Documents, in the name and on behalf of each Company, with such additions, 

deletions or changes therein (including, without limitation, any additions, deletions or changes to 

any schedules or exhibits thereto) as the Authorized Person executing the same shall approve (the 

execution and delivery thereof by the Authorized Person to be conclusive evidence of such 

Authorized Person’s approval of any such additions, deletions or changes); 

RESOLVED FURTHER, in addition to the specific authorizations heretofore conferred 

upon the Authorized Persons, the Authorized Persons, either individually or as otherwise required 

by each Company’s Governing Documents and applicable law, be, and each of them hereby is, 

authorized to execute (under hand or under the common seal of the Company if appropriate), 

acknowledge, deliver, and file any and all agreements, certificates, instruments, powers of 

attorney, letters, forms, transfer, deeds and other documents on behalf of the Company relating to 

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 15 of 21
any Purchase Agreement(s) and the Transaction Documents; 

7. Further Actions and Prior Acts

RESOLVED FURTHER, that in addition to the specific authorizations heretofore

conferred upon the Authorized Persons, the Authorized Persons, either individually or as otherwise 

required by the Company’s governing documents and applicable law, be, and each of them hereby 

is, authorized to execute (under hand or under the common seal of the Company if appropriate), 

acknowledge, deliver, and file any and all agreements, certificates, instruments, powers of 

attorney, letters, forms, transfer, deeds and other documents on behalf of the Company relating to 

the Chapter 11 Cases; 

RESOLVED FURTHER, that each of the Authorized Persons, each acting individually 

and with full power of substitution be, and hereby is, authorized, empowered, and directed to 

execute and file all petitions, schedules, motions, lists, applications, pleadings, and other papers, 

and to perform such further actions and execute such further documentation that such Authorized 

Person in their absolute discretion deems necessary, appropriate, or desirable in accordance with 

these resolutions; 

RESOLVED FURTHER, that, in addition to the specific authorizations heretofore 

conferred upon the Authorized Persons, the Authorized Persons, either individually or as otherwise 

required by the Company’s governing documents and applicable law, be, and each of them hereby 

is, authorized to take any and all such other and further actions, and to do all such other deeds and 

other things as the Company may lawfully do, in accordance with its governing documents and 

applicable law, including but not limited to, the negotiation, finalization, execution, 

acknowledgement, delivery, and filing of any and all agreements, certificates, instruments, powers 

of attorney, letters, forms, transfer, deeds, and other documents on behalf of the Company, and 

the payment of all expenses, including but not limited to filing fees, in each case as such 

Authorized Person’s or Authorized Persons’ may, in his/her/its/their absolute and unfettered 

discretion approve, deem or determine necessary, appropriate, advisable, or desirable in order to 

fully carry out the intent and accomplish the purposes of the resolutions adopted herein; such 

approval, deeming, or determination to be conclusively evidenced by said individual taking such 

action or the execution thereof; 

RESOLVED FURTHER, that the Board has received sufficient notice of the actions and 

transactions relating to the matters contemplated by the foregoing resolutions, as may be required 

by the organizational documents of the Company, or hereby waive any right to have received such 

notice; and

RESOLVED FURTHER, that all acts, actions, and transactions relating to the matters 

contemplated by the foregoing resolutions done in the name of and on behalf of the Company, 

which acts would have been approved by the foregoing resolutions except that such acts were 

taken before the adoption of these resolutions, are hereby in all respects approved, confirmed and 

ratified as the true acts and deeds of the Company with the same force and effect as if each such 

act, transaction, agreement, or certificate had been specifically authorized in advance by resolution 

of the Boards.

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 16 of 21
Exhibit A

Asset Purchase Agreement

(available upon request)

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 17 of 21
Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims page 1

 Check if this is

an amended 

filing

Official Form 204

Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 

30 Largest Unsecured Claims and Are Not Insiders 12/15

A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do 

not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless 

the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims.

Name of creditor and complete 

mailing address, including zip code

Name, telephone number, and 

email address of creditor 

contact

Nature of the claim 

(for example, trade 

debts, bank loans, 

professional

services, and

government

contracts)

Indicate if 

claim is 

contingent,

unliquidated,

or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim.

Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

1 Symphony Health

4130 ParkLake Ave. 

Suite 400 

Raleigh, NC 27612

Natalia Garcia, 

52 55 4122 6141, 

natalia.garcia2@iconplc.com

Trade Debt Liquidated $482,358.75

2 Good Apple

P.O. Box 1695 

Lakeville, CT 06039

646-450-7126, 

accounting@goodapple.com

Trade Debt Liquidated $292,661.03

3 Pharmaceutical Data Services (PDS)

3000 Whitney Ave. 

Box 138 

Hamden, CT 06518

Jeremy Destito, 

203-376-9803, 

jeremy.destito@gopds.net

Trade Debt Liquidated $201,500.00

4 ASPN Pharmacies, LLC

200 Park Ave. Suite 300

Florham Park, NJ 07932

Ronak Patel, 

973-5648004, 

ronak.patel@asembia.com

Trade Debt Liquidated $120,000.00

5 TrnDigital, LLC

200 Portland St Floor 5 

Boston, MA 02114

Shailendra Singh

860-460-6559, 

shailendra.singh@trndigital.com

Trade Debt Liquidated $82,113.90

6 PPD Development

8551 Research Way, Suite 90, 

Middleton, WI 53562

Gerald Maquera, 608-203-4020, 

gerald.maquera@ppd.com

Trade Debt Liquidated $78,770.80

7

Amex

200 Vesey Street 

New York, NY 10285

Shelly A. Laycock, 

480-559-7268, 

shelley.a.laycock@aexp.com

Trade Debt Liquidated $70,000.00

8

Cardinal Health

7000 Cardinal Place, 

Dublin, OH 43017

Vivek Kumar, 

614.553.4460, 

vivek.kumar05@cardinalhealth.com

Trade Debt Liquidated $69,626.22

Debtor name Impel Pharmaceuticals, Inc., et al.

United States Bankruptcy Court for the: Northern District of Texas______________

Case number (If known):

Fill in this information to identify the case:

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 18 of 21
Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims page 2

Debtor Impel Pharmaceuticals, Inc., et al. Name

Case number (if known)

Name of creditor and complete 

mailing address, including zip code

Name, telephone number, and 

email address of creditor 

contact

Nature of the claim 

(for example, trade 

debts, bank loans, 

professional

services, and

government

contracts)

Indicate if 

claim is 

contingent,

unliquidated,

or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim.

Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

9 Phil, Inc

2443 Fillmore St. #380-1423 San 

Francisco, CA 94115

Deepak Thomas, 

deepak@phil.us

Trade Debt Liquidated $60,000.00

10

Citeline

Caerus US 1 Inc. 

1 Penn Plz Ste 2505 

New York, NY 10119-2500

David Ross 

646.984.4007 

david.ross@informa.com

Trade Debt Liquidated $56,921.70

11 Med Communications, Inc.

5100 Poplar Ave. Suite 450 

Memphis, TN 38137

Kristi Pearson, 

901-578-3200, 

kristi.pearson@medcomminc.com

Trade Debt Liquidated $53,276.00

12

SHOP-PR LLC_TWELVENOTE

140 Broadway 28th Floor 

New York, NY 10005

LaToria Jones, 

703-258-9066, 

ljones@lippetaylor.com

Trade Debt Liquidated $42,000.00

13 Two Labs Holdings LLC

110 Riverbend Ave. Suite 100 

Powell OH 43065

Glenda Padilla 

614.822.7738 

glenda.padilla@envisionpharma.co

m

Trade Debt Liquidated $35,290.30

14

CPA Global

2318 Mill Road 12th Floor 

Alexandria, VA 22314

Jai Shekhawat 646-517-1527 

jai.shekhawat@clarivate.com

Trade Debt Liquidated $33,378.32

15

QPharma

22 South St. 

Morristown, NJ 07960

Melissa Raygada, 

973-656-0011, 

Melissa.Raygada@qpharmacorp.c

om

Trade Debt Liquidated $33,069.64

16 Integrichain

8 Penn Center 1628 JFK Blvd. Suite 

300 Philadelphia, PA 19103

Jillian Smiley, 

630-301-9608, 

jsmiley@integrichain.com

Trade Debt Liquidated $32,000.00

17 CFI Workspace

7001 N. Park Dr. 

Pennsauken, NJ 08109

Barbara Dockery 

215.279.9410 ext 410 

bdockery@cfiworkspace.com

Trade Debt Liquidated $31,290.56

18 Donnelley Financial Solutions

35 W. Wacker Drive 

Chicago IL 60601

Anne Livingston 

855.542.9011 

accountsreceivable@dfinsolutions.com

Trade Debt Liquidated $31,060.88

19 CCG Corporate Mailings, Inc.

14 Henderson Dr, 

West Caldwell, NJ 07006

Annamarie Palk 

973.808.0009 ext, 2102 

a_dannacher@corpcomm.com

Trade Debt Liquidated $29,956.62

20

Juice Pharma Worldwide

132 West 31st St. 

New York, NY 10001

Chi Cheung

212-367-2416, 

ccheung@juicepharma.com

Trade Debt Liquidated $26,000.00

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 19 of 21
Official Form 204 Chapter 11 or Chapter 9 Cases: Consolidated List of Creditors Who Have the 30 Largest Unsecured Claims page 3

Debtor Impel Pharmaceuticals, Inc., et al. Name

Case number (if known)

Name of creditor and complete 

mailing address, including zip code

Name, telephone number, and 

email address of creditor 

contact

Nature of the claim 

(for example, trade 

debts, bank loans, 

professional

services, and

government

contracts)

Indicate if 

claim is 

contingent,

unliquidated,

or disputed

Amount of unsecured claim

If the claim is fully unsecured, fill in only unsecured 

claim amount. If claim is partially secured, fill in 

total claim amount and deduction for value of 

collateral or setoff to calculate unsecured claim.

Total claim, if

partially

secured

Deduction for

value of

collateral or

setoff

Unsecured

claim

21 Clinigen CSM, Inc

342 42nd St. S.

Fargo, ND 58103

Nick Leary

267.603.5566

nicholas.leary@clinigengroup.com

Trade Debt Liquidated $25,156.66

22 Carepoint Healthcare LLC

9 Commerce Drive, 

Schaumburg, IL 60173

Bhavesh Patel 

855.237.9112 

bpatel@carepointrx.com

Trade Debt Liquidated $25,000.00

23 Imprint Science

3 Columbus Circle Floor 7 

New York NY 10019-8750

Leela Ramdas 

212.614.5088 

Leelawattee.Ramdas@vmlyr.com

Trade Debt Liquidated $17,684.01

24 Healthcare Alliance Group

101 Laurel Road, Suite 100 

Voorhees, NJ 08043

Jill Kowalew 

215.262.8047 

jkowalew@rmcom.net

Trade Debt Liquidated $14,914.98

25

Mainehealth

One Dana Court 

Westbrook ME 04092

Melanie Hounchell 

513.885.7435 

Melanie.Hounchell@mainehealth.or

g

Trade Debt Liquidated $14,357.00

26 CobbleStone Systems Corp

428 S White Horse Pike 

Lindenwold, NJ 08021

Matthew Hughes 

866.330.0056 ext 1111 

mhughes@cobblestonesoftware.co

m

Trade Debt Liquidated $13,894.25

27 InsightSoftware

8529 Six Forks Road Ste 300 

Raleigh NC 27615

Christine Sadorra 

919.872.7800 

christine.sadorra@insightsoftware.c

om

Trade Debt Liquidated $12,107.99

28

Marketo

901 Mariners Island Blvd. Suite 500 

San Mateo, CA 94404

Nick Moore 

970.390.9173 

nmoore@adobe.com

Trade Debt Liquidated $10,074.81

29

UW Center for Comotion

4545 Roosevelt Way NE #400,

Seattle, WA 98105

Dennis A. Hanson, PhD, 

206.543.0430,

hansonda@uw.edu

Trade Debt Liquidated $10,000.00

30 PSKW, LLC (ConnectiveRx)

P.O. Box 825135 

Philadelphia, PA 19182-5147

Lea Quizon

908-809-6154, 

lea.quizon@connectiverx.com

Trade Debt Liquidated $8,150.00

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 20 of 21
12 19

Case 23-80016-sgj11 Doc 1 Filed 12/19/23 Entered 12/19/23 21:54:34 Desc Main

Document Page 21 of 21