Fill in this information to identify your case:

United States Bankruptcy Court for the:

NORTHERN DISTRICT OF TEXAS

Case number (if known) Chapter 11

 Check if this 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 The Pill Club Pharmacy Holdings, LLC

2. All other names debtor

used in the last 8 years

Include any assumed

names, trade names and

doing business as names

3. Debtor's federal

Employer Identification

Number (EIN)

85-3310112

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

business

411 Borel Ave., Suite 100

San Mateo, CA 94402

Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code

San Mateo Location of principal assets, if different from principal

County place of business

Number, Street, City, State & ZIP Code

5. Debtor's website (URL) https://thepillclub.com/

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

 Partnership (excluding LLP)

 Other. Specify:

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

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 1 of 17
Debtor The Pill Club Pharmacy Holdings, LLC Case number (if known)

Name

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?

A debtor who is a “small

business debtor” must check

the first sub-box. 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.

Check one:

 Chapter 7

 Chapter 9

 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

9. Were prior bankruptcy

cases filed by or against

the debtor within the last 8

years?

 No.

 Yes.

If more than 2 cases, attach a

separate list. District When Case number

District When Case number

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

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 2 of 17
Debtor The Pill Club Pharmacy Holdings, LLC Case number (if known)

Name

10. Are any bankruptcy cases

pending or being filed by a

business partner or an

affiliate of the debtor?

 No

 Yes.

List all cases. If more than 1,

attach a separate list Debtor Yes, see attachment Relationship

District When 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

13. Debtor's estimation of

available funds

. Check one:

 Funds will be available for distribution to unsecured creditors.

 After any administrative expenses are paid, no funds will be available to unsecured creditors.

14. Estimated number of

creditors

 1-49

 50-99

 100-199

 200-999

 1,000-5,000

 5001-10,000

 10,001-25,000

 25,001-50,000

 50,001-100,000

 More than100,000

15. Estimated Assets  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

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



Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 3 of 17
Debtor The Pill Club Pharmacy Holdings, LLC Case number (if known)

Name

16. Estimated liabilities  $0 - $50,000

 $50,001 - $100,000

 $100,001 - $500,000

 $500,001 - $1 million

 $1,000,001 - $10 million

 $10,000,001 - $50 million

 $50,000,001 - $100 million

 $100,000,001 - $500 million

 $500,000,001 - $1 billion

 $1,000,000,001 - $10 billion

 $10,000,000,001 - $50 billion

 More than $50 billion

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 4 of 17
Debtor The Pill Club Pharmacy Holdings, LLC Case number (if known)

Name

Request for Relief, Declaration, and Signatures

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or

imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.

17. Declaration and signature

of authorized

representative of debtor

The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition.

I have been authorized to file this petition on behalf of the debtor.

I have examined the information in this petition and have a reasonable belief that the information is true and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on

MM / DD / YYYY

X Elizabeth Meyerdirk

Signature of authorized representative of debtor Printed name

Title Chief Executive Officer

18. Signature of attorney X Date

Signature of attorney for debtor MM / DD / YYYY

Katherine A. Preston

Printed name

Winston & Strawn LLP

Firm name

800 Capitol St

Suite 2400

Houston, TX 77002

Number, Street, City, State & ZIP Code

Contact phone (713) 651-2699 Email address KPreston@winston.com

24088255 TX

Bar number and State

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

04/18/2023

/s/ Elizabeth Meyerdirk

/s/ Katherine A. Preston 04/18/2023

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 5 of 17
Fill in this information to identify the case: 

United States Bankruptcy Court for the: , 

Northern District of Texas

(State) ☐ Check if this is an

Case number (if known): Chapter 11 amended filing

Rider 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 The Pill Club Pharmacy Holdings, LLC. 

• Hey Favor, Inc. 

• The Pill Club Pharmacy Holdings, LLC

• MedPro Pharmacy, LLC

• MobiMeds, Inc.

• FVR Medical Group, Inc.

• FVR Medical Group of New Jersey, PC

• FVR Medical Group of Texas, PA

• FVR Medical Group of Kansas, PA

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 6 of 17
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 

In re: 

THE PILL CLUB PHARMACY HOLDINGS, 

LLC, 

Debtor. 

) 

) 

) 

) 

) 

Chapter 11 

Case No. __________ (______) 

LIST OF EQUITY SECURITY HOLDERS1

Debtor Equity Holder Address of Equity 

Holder 

Approx. Percentage 

of Equity Held 

The Pill Club 

Pharmacy Holdings, 

LLC 

Hey Favor, Inc. 

411 Borel Ave., 

Suite 100 

San Mateo, CA 

994402 

100% 

 

1

 This list serves as the disclosure required to be made by the debtor pursuant to Rule 1007 of the 

Federal Rules of Bankruptcy Procedure. All equity positions listed indicate the record holder of such equity 

as of the date of commencement of the chapter 11 case. 

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 7 of 17
IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 

In re: 

THE PILL CLUB PHARMACY HOLDINGS, 

LLC, 

Debtor. 

) 

) 

) 

) 

) 

Chapter 11 

Case No. __________ (______) 

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 interest: 

Equity Holder Approximate Percentage of Membership 

Units Held 

Hey Favor, Inc. 100% 

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

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Northern TX

Veru, Inc.

Latham & Watkins LLP

Google LLC

Morrison & Foerster LLP

Mayne Pharma Inc

DHL

$3,913,816.80

$1,614,120.46

$899,994.73

$842,203.75

$626,896.53

$381,964.85

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

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The Pill Club Pharmacy Holdings, LLC, et al.

Xiromed LLC

McKesson Specialty Health

Socure Inc.

Twilio, inc.

Mylan Pharmaceuticals Inc.

Roots Automation Inc.

BEP Borel Investors LLC

Meta Platforms, Inc.

$263,541.87

$234,000.00

$140,752.10

$125,374.86

$105,000.00

$98,000.00

$89,039.85

$88,301.18

Elation Health, Inc

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 10 of 17
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The Pill Club Pharmacy Holdings, LLC, et al.

nOps $82,550.39

AmerisourceBergen $79,602.01

Anda, Inc.

$74,676.43

Amplitude, Inc. $73,020.03

Principal Builders, Inc.

$62,466.00

Ropes & Gray LLP $52,642.89

Postclick $49,992.00

CCI-Buckingham, LP $49,878.03

Glenmark Pharmaceuticals Inc.

$46,772.04

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 11 of 17
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Presidio Trust $41,551.34

LinkedIn Corporation $36,019.50

Flatworld Solutions Inc.

Salesforce, Inc.

$32,500.00

$30,000.00

Quarles & Brady LLP $28,507.50

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

Document Page 12 of 17
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

Official Form 202 

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit 

this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, 

and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the 

document, and the date. Bankruptcy Rules 1008 and 9011. 

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in 

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 

1519, and 3571. 

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or 

another individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

 Schedule H: Codebtors (Official Form 206H)

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

 Amended Schedule ____

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration__________________________________________________________________________________

I declare under penalty of perjury that the foregoing is true and correct. 

Executed on ______________ _________________________________________________________________________

MM / DD / YYYY Signature of individual signing on behalf of debtor

________________________________________________________________________

Printed name

______________________________________ 

Position or relationship to debtor

Debtor Name __________________________________________________________________ 

United States Bankruptcy Court for the: ______________________ District of __________ 

(State) 

Case number (If known): _________________________ 

 Fill in this information to identify the case and this filing: 

The Pill Club Pharmacy Holdings, LLC 

Northern TX

X

X List of Equity Security Holders, Corporate Ownership Statement

4/18/2023

Elizabeth Meyerdirk

CEO

, Top 30 Creditors (consolidated)

s/ Elizabeth Meyerdirk

Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

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Uninamous Written Consent of the Board of Directors (the “Board”) of 

(i) Hey Favor, Inc.; (ii) The Pill Club Pharmacy Holdings, LLC; 

(iii) MedPro Pharmacy, LLC; (iv) MobiMeds, Inc.; (v) FVR Medical 

Group, Inc.; (vi) FVR Medical Group of New Jersey, PC; 

(vii) FVR Medical Group of Kansas, PA; and (viii) FVR 

Medical Group of Texas, PA (together, the “Company”) 

 

April 18, 2023 

I. COMMENCEMENT OF CHAPTER 11 CASE 

WHEREAS, the Board reviewed and analyzed the materials presented by the 

management and legal advisors of the Company regarding the financial condition, liabilities and 

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

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

WHEREAS, the Board has determined that it is desirable and in the best interests of the 

Company, its creditors, stockholders, and other parties in interest, that the Company file or cause 

to be filed voluntary petitions for relief under the provisions of chapter 11 of title 11 of the 

United States Code, sections 101-1532, et seq. (the “Bankruptcy Code”) of the United States 

Bankruptcy Code; in the United States Bankruptcy Court for the District of Delaware (the 

“Bankruptcy Court”).

WHEREAS, the Board desires to adopt and approve the following resolutions. 

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Company is hereby 

authorized to file or cause to be filed a voluntary petition for relief under the provisions of 

chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”); and be it further

RESOLVED, that each of the Chief Executive Officer, Chief Financial Officer, and such 

other officers as may be designated by the Chief Executive Officer (collectively, the 

“Authorized Officers”), acting alone or with one or more other Authorized Officers, be, and 

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

schedules, lists and other papers or documents, and to take any and all action that they deem 

necessary or proper to obtain such relief; and be it further 

II. RETENTION OF ADVISORS 

RESOLVED, that each of the Authorized Officers, acting alone or with one or more 

other Authorized Officers, be, and hereby is, authorized and directed to continue to employ the 

law firm of Winston & Strawn, LLP (“Winston”) as general bankruptcy counsel to represent and 

assist the Company in carrying out its duties under title 11 of the United States Code, and to take 

any and all actions to advance the Company’s rights and obligations, including filing any 

pleadings; and in connection therewith, each of the Authorized Officers, acting alone or with one 

or more other Authorized Officers, be, and hereby is, authorized and directed to execute 

appropriate retention agreements, pay appropriate retainers prior to and immediately upon filing 

of the chapter 11 case, (and to replenish said retainers as necessary to maintain the same), and to 

cause to be filed an appropriate application for authority to retain the services of Winston & 

Strawn, LLP; and be it further 

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RESOLVED, that each of the Authorized Officers, acting alone or with one or more 

other Authorized Officers, be, and hereby is, authorized and directed to employ the financial 

advisory firm of Accordion Partners, LLC (the “Financial Advisor”) to, assist the Company in 

carrying out its duties under title 11 of the United States Code, and to take any and all actions to 

advance the Company’s rights and obligations; and in connection therewith, each of the 

Authorized Officers, acting alone or with one or more other Authorized Officers, be, and hereby 

is, authorized and directed to execute appropriate retention agreements, pay appropriate retainers 

prior to and immediately upon the filing of the chapter 11 case, to cause to be filed appropriate 

applications for authority to retain the services of Accordion Partners; and be it further 

RESOLVED, that each of the Authorized Officers, acting alone or with one or more 

other Authorized Officers, be, and hereby is, authorized and directed to employ BMC Group, 

Inc. (“BMC”) as notice and claims agent to represent and assist the Company in carrying out its 

duties under title 11 of the United States Code, and to take any and all actions to advance the 

Company’s rights and obligations; and in connection therewith, each of the Authorized Officers, 

acting alone or with one or more other Authorized Officers, be, and hereby is, authorized and 

directed to execute appropriate retention agreements, pay appropriate retainers prior to and 

immediately upon the filing of the chapter 11 case, and to cause to be filed appropriate 

applications for authority to retain the services of BMC; and be it further 

RESOLVED, that each of the Authorized Officers, acting alone or with one or more 

other Authorized Officers, be, and hereby is, authorized and directed to employ any other 

professionals to assist the Company in carrying out its duties under title 11 of the United States 

Code; and in connection therewith, each of the Authorized Officers, acting alone or with one or 

more other Authorized Officers, be, and hereby is, authorized and directed to execute appropriate 

retention agreements, pay appropriate retainers prior to or immediately upon the filing of the 

chapter 11 case and to cause to be filed an appropriate application for authority to retain the 

services of any other professionals as necessary; and be it further 

III. GENERAL 

RESOLVED, that each of the Authorized Officers shall be, and each of them hereby is, 

authorized and directed, in the name of and on behalf of the Company, to take any and all such 

actions and to execute and deliver any and all such documents and instruments as the Board and 

the officers of the Company shall deem necessary or advisable in furtherance of, or to carry out 

the intent and effectuate the purposes of, any of the foregoing resolutions, and the fact that the 

Board and the officers of the Company have taken any such action or executed or delivered any 

such document or instrument shall be conclusive evidence of the approval and authorization 

thereof by the Company; and be it further 

RESOLVED, that any and all actions heretofore, concurrently, or hereafter taken by the 

Board and the officers of the Company in connection with the matters contemplated by the 

foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects as 

fully as if such had been presented to the Board for approval prior to such action or actions being 

taken; and be it further 

RESOLVED, that the actions taken by this written consent shall have the same force and 

effect as if taken by the undersigned at a meeting, duly called and constituted in accordance with 

the bylaws of the Company; and be it further 

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RESOLVED, that any and all notice of any meeting otherwise required regarding these 

resolutions, or the matters covered hereby is hereby waived in all respects; and be it further 

RESOLVED, that this consent may be sent or delivered by facsimile or other electronic 

transmission and in any number of counterparts, each of which shall be deemed original, and 

such counterparts, when taken together, shall constitute one and same instrument, and shall be 

legally effective for all purposes. 

[Signature Page Follows]

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[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT] 

 

 

IN WITNESS WHEREOF, the undersigned members of the Board hereby consent to 

the foregoing resolutions and actions which shall be effective as of the date first written above. 

 By: ___________________________________ 

Elizabeth Meyerdirk

 By: 

 By: 

 By: 

___________________________________ 

Kris Fredrickson

___________________________________ 

Carle Stenmark

___________________________________ 

T.J. Nahigian

 

DocuSign Envelope ID: 22179743-ABF0-4E60-B8AC-499961FE8E5F Case 23-41090-elm11 Doc 1 Filed 04/18/23 Entered 04/18/23 19:43:49 Desc Main

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