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lDAVID W. PARHAM (SBN 15459500) 

ESTHER A. MCKEAN (SBN 24122145) 

AKERMAN LLP 

2001 Ross Avenue, Suite 3600 

Dallas, TX 75201 

Telephone: (214) 720-4300 

Email: david.parham@akerman.com 

esther.mckean@akerman.com 

JEFFREY K. GARFINKLE (CA SBN 153496)

CAROLINE R. DJANG (CA SBN 216313) 

BUCHALTER, A Professional Corporation 

18400 Von Karman Avenue, Suite 800 

Irvine, CA 92612-0514 

Telephone: 949.224.6252 

Email: jgarfinkle@buchalter.com

 cdjang@buchalter.com 

COUNSEL FOR THE OFFICIAL 

COMMITTEE OF UNSECURED CREDITORS 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 

In re: 

THE PILL CLUB PHARMACY HOLDINGS, 

LLC, et al.,1

 Debtors. 

) 

) 

) 

) 

) 

) 

) 

)

Chapter 11 

Case No. 23-41090 (ELM) 

(Jointly Administered) 

JOINT MOTION FOR APPROVAL OF 

LIQUIDATION TRUST AGREEMENT

NO HEARING WILL BE CONDUCTED HEREON UNLESS A WRITTEN 

RESPONSE IS FILED WITH THE CLERK OF THE UNITED STATES 

BANKRUPTCY COURT AT 501 W. 10TH STREET, FORT WORTH, 

TEXAS 76102 BEFORE CLOSE OF BUSINESS ON AUGUST 20, 2024, 

1

 The debtors in these chapter 11 cases (collectively, the “Debtors” or “The Pill Club”), along with the last four digits 

of each Debtor’s federal tax identification number, are: (i) Hey Favor, Inc. (3206) (ii) The Pill Club Pharmacy 

Holdings, LLC (0112); (iii) MedPro Pharmacy, LLC (1138); (iv) MobiMeds, Inc. (3165); (v) FVR Medical Group, 

Inc. (6320); (vi) FVR Medical Group of New Jersey, PC (2934); (vii) FVR Medical Group of Kansas, PA (5449); and 

(viii) FVR Medical Group of Texas, PA (6479). The service address for the Debtors is: 411 Borel Avenue, San 

Mateo, CA 94402.

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WHICH IS AT LEAST 21 DAYS FROM THE DATE OF SERVICE 

HEREOF. 

ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE 

CLERK, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE 

MOVING PARTY PRIOR TO THE DATE AND TIME SET FORTH 

HEREIN. IF A RESPONSE IS FILED, A HEARING MAY BE HELD WITH 

NOTICE ONLY TO THE OBJECTING PARTY. 

IF NO HEARING ON SUCH NOTICE OR MOTION IS TIMELY 

REQUESTED, THE RELIEF REQUESTED SHALL BE DEEMED TO BE 

UNOPPOSED, AND THE COURT MAY ENTER AN ORDER GRANTING 

THE RELIEF SOUGHT OR THE NOTICED ACTION MAY BE TAKEN. 

The Official Committee of Unsecured Creditors (the “Committee”) for the Debtors, and 

The Pill Club Pharmacy Holdings, LLC and its affiliates (the “Pill Club”), as debtor and debtor in 

possession (the “Debtors”), by and through undersigned counsel, file this Joint Motion (the 

“Motion”) to Approve Liquidation Trust Agreement (the “Trust Agreement”). In support thereof, 

the Committee and the Debtor, respectfully state as follows: 

JURISDICTION AND VENUE 

1. The United States Bankruptcy Court for the Northern District of Texas (the 

“Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding 

pursuant to 28 U.S.C. § 157(b). 

2. Venue is proper pursuant to 28 U.S.C. §§ 14808 and 1409. 

3. The basis for the relief requested herein in section 1121 of title 11 of the United 

States Code, 11 U.S.C. § 101-1532 (the “Bankruptcy Code”). 

BACKGROUND 

4. On April 18, 2023 (the “Petition Date”), the Debtors and their corporate affiliates 

each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (defined infra) 

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in the United States Bankruptcy Court for the Northern District of Texas. The Debtors’ cases have 

been jointly administered. 

5. On May 4, 2023, the Office of the United States Trustee (“UST”) filed its 

Appointment of the Official Unsecured Creditors Committee [ECF No. 116], which appointed 

Veru Inc. (“Veru”), Mayne Pharma Commercial LLC, (f/k/a Mayne Pharma Inc.), and McKesson 

Corporation (“McKesson”) as the Official Committee of Unsecured Creditors in the Debtors’ 

bankruptcy cases. The UST subsequently filed an Amended Appointment of the Official Unsecured 

Creditors Committee [ECF No. 117], appointing only Veru and McKesson. 

6. On September 29, 2023, the Debtors filed the Debtors’ Joint Plan of Liquidation

[ECF No. 499], as revised on February 23, 2024 [ECF No. 558], and modified on January 24, 2024 

[ECF No. 568] (the “Plan”)2. 

7. On December 28, 2023, the Debtors filed the Disclosure Statement in Support of 

the Joint Chapter 11 Plan of Liquidation [ECF No. 547], as revised on January 23, 2024 [ECF No. 

558] and January 25, 2024 [ECF No. 569] (collectively, the “Disclosure Statement”). 

8. On July 15, 2024, the Court entered the Order Approving Joint Disclosure 

Statement On A Final Basis and Confirming Debtors’ Joint Chapter 11 Plan of Liquidation, as 

Modified [ECF No. 635] (the “Confirmation Order”). 

9. The Confirmation Order at Page 33, Paragraph 10 states, in part, as follows: 

The Debtors are hereby authorized to appoint the Liquidating Trustee, 

subject to the approval of a Liquidation Trust Agreement that is acceptable 

to the Debtors and the Creditors’ Committee. ...approval by this Court of the 

Liquidation Trust Agreement. . . shall be condition precedent to the Effective 

Date. 

Confirmation Order at para. 10. 

2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. 

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10. The Debtors and the Committee have approved the Liquidation Trust Agreement 

attached hereto as Exhibit A. 

RELIEF REQUESTED 

11. The Debtors and the Committee request that the Court approve the Liquidating 

Trust Agreement attached here to as Exhibit A.

NOTICE 

12. The Debtors will provide notice of this Motion to the following parties, or their 

counsel, if known: (a) the United States Trustee for the Northern District of Texas; and (b) all 

creditors listed on Debtors’ creditor matrix. 

WHEREFORE, the Debtors and the Committee respectfully requests the Court enter an 

order, granting the relief requested in this Motion and granting such further relief as the Court 

deems just and proper. 

Dated: Dallas, Texas 

July 30, 2024 

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By: /s/ David W. Parham 

DAVID W. PARHAM (SBN 15459500) 

ESTHER A. MCKEAN (SBN 24122145) 

AKERMAN LLP 

2001 Ross Avenue, Suite 3600 

Dallas, TX 75201 

Telephone: (214) 720-4300 

Email: david.parham@akerman.com 

esther.mckean@akerman.com 

JEFFREY K. GARFINKLE (CA SBN 153496)

CAROLINE R. DJANG (CA SBN 216313) 

BUCHALTER, A Professional Corporation 

18400 Von Karman Avenue, Suite 800 

Irvine, CA 92612-0514 

Telephone: 949.224.6252 

Email: jgarfinkle@buchalter.com

 cdjang@buchalter.com 

COUNSEL FOR THE OFFICIAL 

COMMITTEE OF UNSECURED CREDITORS

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