FuturHealth - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• FuturHealth, Inc. is seeking approval of bidding procedures for a sale of all, substantially all, or a portion of its assets. Bids are due Dec. 15, 2026, the auction is set for Dec. 18 and the sale hearing is proposed for Dec. 29. No stalking horse has been named yet. The debtor wants authority to designate one or more by Dec. 1, with bid protections approved on notice.
• The motion was filed Nov. 3, 2026, and has not yet been set for hearing. The bidding procedures order is still in proposed form.
• The debtor runs a direct-to-consumer wellness platform focused on weight management. Through its Whole Health OS technology platform and related digital channels, consumers reach a network of third-party medical providers, pharmacies and other service partners, along with prescription medications and nutrition guidance.
• The company filed Chapter 11 in Delaware on Nov. 1, 2026, to pursue a going-concern sale. The debtor says it lacks the liquidity to reorganize and would be forced to shut down and liquidate without a sale.
• The case is funded by a DIP facility and the consensual use of iHeartMedia's cash collateral. Most significantly, access to additional DIP funding depends on the debtor entering into a qualified stalking horse APA, and the facility also imposes sale milestones. The debtor cites these constraints for a timeline that gives bidders 44 days from the petition date to bid and 58 days to the proposed sale hearing. It also says the DIP financing is enough to run the process without financial interruption. According to the debtor, a longer process would likely damage key vendor and customer relationships.

Marketing Process

• The debtor hired Centerview Partners LLC as financial advisor in March 2025 to evaluate strategic alternatives. In September 2026, as its financial condition deteriorated, it retained a restructuring financial advisor and investment banker to continue Centerview's outreach. Shortly afterward it replaced that advisor with Hilco Corporate Finance, LLC, retained Sept. 21, 2026, which took over the marketing and sale process.
• Before the petition date, Hilco contacted 135 parties, including strategic buyers, private equity funds and other financial institutions. So far, 17 have signed NDAs and received access to the confidential information memorandum and data room.
• Hilco has prepared a teaser, a virtual data room and a form NDA so marketing can continue postpetition while the procedures are up for approval. The debtor will support bidder diligence under the oversight of its independent manager.

Stalking Horse Designation

• No stalking horse has been designated. The debtor may designate one or more stalking horses, for any or all of the assets, and sign a stalking horse agreement by Dec. 1, 2026. It may extend that deadline after consulting the consultation parties, which are the DIP lender and any official committee of unsecured creditors.
• Under the proposed order, any stalking horse agreement must qualify as a qualified stalking horse APA as defined in the DIP orders and DIP documents, which includes being a binding, executed agreement that:
  • is reasonably acceptable to the DIP lender;
  • satisfies the payoff requirement defined in the DIP documents;
  • has no financing or material remaining diligence contingency;
  • is backed by reasonable evidence of the buyer's financial capacity; and
  • offers a credible path to closing within the DIP milestones.
• The qualified-APA requirement is subject to the order's express exception for the DIP lender's credit bid. Nothing in the order or the procedures modifies the DIP lender's rights and protections, or the debtor's obligations, under the DIP order and DIP documents, and the DIP order controls in any conflict.
• The debtor will file a stalking horse notice that identifies the bidder (and its parent or sponsor, if the bidder is newly formed), the bid amount and cash component, the bid protections and any connections to the debtor beyond the bid. The notice will attach or summarize the agreement.
• Any party may object on any ground, including the bid protections. If no one objects, the court may enter a stalking horse order without a hearing. If someone does object, the debtor will seek a hearing as soon as reasonably practicable. The proposed order and procedures give three business days after service of the notice to object, while the form stalking horse notice says three days after its filing and provides for an expedited hearing on not less than three calendar days' notice.
• Once a stalking horse order is entered, the stalking horse agreement counts as a qualified bid and the bidder as a qualified bidder. The order does not approve the sale itself, and all parties keep their right to object to a sale to the stalking horse.

Bid Protections

• Break-up fee and/or expense reimbursement: amounts to be set out in the stalking horse notice and approved through the stalking horse order. Reimbursement covers documented, actual and necessary expenses.
• Stalking horse credit at auction: any later stalking horse bid counts as that bid plus its bid protections, to the extent the stalking horse agreement provides.
• No other bidder can receive a break-up fee, expense reimbursement or other bid protection, and all bidders' substantial contribution claims are deemed waived.

Minimum Bid and Overbid

• Minimum bid: the value of the stalking horse agreement, plus bid protections, plus $250,000, as determined by the debtor in consultation with the consultation parties.
• If no stalking horse is designated, the debtor may set its own minimum bid amount and notify known potential bidders (email is enough).
• Minimum overbid: $250,000 above the baseline bid, which is the highest or otherwise best qualified bid chosen before the auction. Bid protections are added when the stalking horse bid is the baseline. The debtor may raise or lower minimum overbids at any time during the auction.
• The debtor may assign a value to non-cash components of competing bids and the stalking horse bid, such as fewer contingencies. In each round it will also weigh any additional liabilities a bidder assumes and any additional costs to the estate.

Good Faith Deposit

• Deposit: 10% of the proposed purchase price, in cash, placed with an escrow agent chosen by the debtor by the bid deadline.
• Return timing:
  • bidders that fail to qualify get their deposits back within five business days after qualification decisions;
  • other qualified bidders get theirs back within 10 business days after the auction;
  • the backup bidder gets its deposit back within 10 business days after the backup bid expires; and
  • the successful bidder's deposit is credited against the purchase price at closing.
• A deposit is forfeited if a qualified bidder tries to withdraw while its bid is irrevocable. It is also forfeited if the successful bidder, or a backup bidder moved into that role, fails to close because of a breach that lets the debtor terminate the APA. The estate keeps a forfeited deposit as partial compensation for its damages, and the escrow agent releases it within two business days after written notice from the debtor.

Credit Bid

• Holders of perfected security interests may credit bid some or all of their claims against their collateral under section 363(k).
• Under the proposed order, the DIP lender and any other party using its credit-bid rights is a qualified bidder without further qualification if it submits its initial credit bid by the bid deadline. It may increase or modify that bid at the auction.
• A credit bid cannot be designated the backup bid.

Assets Being Sold

• The sale covers all, substantially all, or a portion of the debtor's assets, including any owned real property, intellectual property and all claims, causes of action, lawsuits, judgments and demands of any kind available to or being pursued by the debtor. The assets may go to one or more buyers.
• Partial bids are allowed. They may be combined with other partial bids or weighed against the debtor's good-faith estimate of the liquidation value of the assets they leave out.
• Bidders must list the liabilities they will assume, including any debt. They take the assets as is, where is, with limited representations and warranties and no indemnification or guarantees from the debtor.
• The proposed sale order would transfer the assets free and clear of liens, claims, interests and encumbrances, with liens attaching to sale proceeds. Permitted encumbrances and assumed liabilities, as determined by the debtor and the successful bidder, are excepted. Parties that do not object on time are deemed to consent under section 363(f). The debtor will also ask for a finding that the successful bidder is a good-faith purchaser protected by section 363(m).

Bid Requirements

• To get diligence access, a prospective bidder must give Hilco its identification, an executed confidentiality agreement, a showing of bona fide interest and preliminary proof that it can pay. Competitors do not have to receive trade secrets or proprietary information unless their confidentiality agreement adequately protects it. Bidders the debtor considers unlikely to qualify lose access.
• To be a qualified bid, a bid must, among other things:
  • disclose every party bidding, sponsoring, financing or otherwise participating in the bid and the terms of that participation, plus any past or present connections with the debtor, other bidders, any stalking horse or their officers and directors;
  • identify the assets, the contracts to be assumed and assigned, and the liabilities to be assumed, including debt;
  • be all cash, or include a valuation of any non-cash consideration;
  • pay or assume all cure costs for assigned contracts on top of the purchase price;
  • take the form of an executed, irrevocable APA marked against the debtor's form APA or, once one exists, the stalking horse agreement, with the price stated in U.S. dollars;
  • include evidence of financial capacity and adequate assurance information for contract counterparties, which may include an organizational chart, financial statements, tax returns and annual reports, in a form that can be shared with counterparties right away;
  • include board authorization or, for an acquisition vehicle, equity holder approval;
  • have no financing or further diligence contingencies, and stay irrevocable until the successful bid is selected or, if chosen as the successful or backup bid, until the backup bid expires;
  • agree to serve as backup bidder, give up any bid protection, waive any section 503(b) substantial contribution claim and commit to close as soon as practicable and no later than Jan. 12, 2027;
  • state whether the bidder plans to offer jobs to any of the debtor's employees, and to whom; and
  • certify that the bidder has not colluded and is not an entity in which more than one bidder holds an interest, unless the debtor consents in writing.
• The motion's summary exempts the stalking horse from the Jan. 12, 2027, closing commitment. The bidding procedures themselves, which govern under the motion, have no such carve-out.
• Without the debtor's consent, a qualified bid can be modified, amended or withdrawn only to improve it. By bidding, each bidder consents to the court's jurisdiction, waives a jury trial and gives up any right to contest the debtor's decisions in the bidding process. The debtor may amend or waive the qualification conditions after consultation.

Auction

• The auction is set for Dec. 18, 2026, at 10 a.m. ET, at Ice Miller LLP's Wilmington offices or virtually. It will be held only if the debtor receives more than one qualified bid, counting combined partial bids. If the stalking horse bid is the only qualified bid, there is no auction and the debtor will seek approval of that bid at the sale hearing.
• By Dec. 17, the debtor will tell bidders whether they qualified and circulate the baseline bid, chosen in consultation with the consultation parties.
• Bidding is open, in front of all qualified bidders, and will be transcribed and/or video recorded. After each round the debtor announces the leading bid and its material terms. Each participant must confirm on the record that it has not colluded and that its bids are binding.
• In choosing among bids, the debtor may consider:
  • the price and form of consideration;
  • the assets included or left out;
  • the net economic effect on the estate and any liabilities assumed or waived;
  • execution risk, including financing and any required governmental approvals; and
  • the impact on employees, trade creditors and landlords.
• The debtor may reject any inadequate or nonconforming bid without liability, unless it acts with gross negligence or willful misconduct. It may also change the auction rules in consultation with the consultation parties.
• Other parties in interest may attend by asking debtor's counsel at least two days before the auction.

Successful and Backup Bids

• Backup bid: binding until the earlier of the first business day after closing with the successful bidder or 30 days after the sale hearing, unless a stalking horse agreement says otherwise. If the successful bidder's deal ends before then, the backup bidder becomes the successful bidder and must close.
• The debtor will name the successful and backup bids just before the auction ends. Within one business day it will file a notice of auction results, which will include the deadline for adequate assurance objections to the successful bidder.
• The debtor has accepted a successful bid only once the court approves it at the sale hearing.

Consultation Parties and Debtor Discretion

• The consultation parties are the DIP lender and any official committee of unsecured creditors. No committee has been appointed.
• The debtor must consult them on stalking horse selection and bid protections, bidder qualification, whether to hold the auction, the baseline bid, minimum overbids, the leading, successful and backup bids, bid rejections and any adjournment of the auction or sale hearing. It must also give them reports on parties contacted, buyer feedback, letters of intent, draft definitive agreements and proposals. Consultation rights do not include a veto over the debtor's business judgment.
• The DIP lender stops being a consultation party while it is bidding or taking part in any active or prospective bid, and it gets no confidential information on competing bids. The proposed order still preserves its consent, reporting, notice, payment, credit-bidding, objection and enforcement rights under the DIP orders and DIP term sheet.
• A committee member that bids would be kept out of committee deliberations and information on the sale. Its rights come back once it withdraws as a bidder in writing or on the record at the auction.
• Nothing in the proposed order stops the debtor, in exercising its fiduciary duties, from pursuing an alternative transaction, or requires it to close with any qualified bidder. After consultation, the debtor may also change the procedures and extend or waive deadlines, as long as bidders are told of the changes and they are not materially inconsistent with the procedures or the order.

Assumption and Assignment

• The buyer pays or assumes cure costs on top of the purchase price. Within three business days after the bidding procedures order is entered, the debtor will send counterparties a notice listing the contracts that may be assumed and assigned, with its good-faith cure amounts. Assumption takes effect only at closing and once cure costs are paid.
• Cure objections are due Dec. 14, 2026, at 4 p.m. ET, and adequate assurance objections Dec. 22, 2026, at 4 p.m. ET. Counterparties that do not object are bound by the noticed cure amounts, and the successful bidder is deemed to have provided adequate assurance of future performance.
• Unresolved objections will be heard at the sale hearing or adjourned. Adjourned cure disputes may be settled after closing, and once a dispute is resolved and paid, the contract is deemed assigned as of the closing date. If a cure dispute is resolved in a way that is not in the estate's best interests, the debtor or the successful bidder may drop the contract, subject to the purchase agreement.
• Contracts added later and revised cure amounts will go out in supplemental notices to the affected counterparties only. Objections must be filed no less than seven calendar days after service of the supplemental notice.
• The debtor asks the court to find any anti-assignment provision in an assigned contract unenforceable under section 365(f).

Key Dates

• Sale Notice and Assumption and Assignment Notice: three business days after entry of the bidding procedures order
• Publication Notice (national edition of USA Today or The New York Times): five business days after entry of the bidding procedures order
• Stalking Horse Designation Deadline: Dec. 1, 2026
• Sale Objection and Cure Objection Deadline: Dec. 14, 2026, at 4 p.m. ET
• Bid Deadline: Dec. 15, 2026, at 5 p.m. ET
• Qualified Bid Designation / Auction Cancellation Deadline: Dec. 17, 2026
• Auction (if needed): Dec. 18, 2026, at 10 a.m. ET
• Notice of Auction Results: one business day after the auction ends
• Supplemental Sale Objection (auction conduct only) and Adequate Assurance Objection Deadline: Dec. 22, 2026, at 4 p.m. ET
• Debtor's Reply Deadline: Dec. 28, 2026, at 12 p.m. ET
• Sale Hearing: Dec. 29, 2026, as proposed in the motion and bidding procedures, subject to the court's availability, time to be determined; the proposed order leaves the date open
• Sale Consummation Deadline: Jan. 12, 2027

Parties Involved

• Seller: FuturHealth, Inc.
• Stalking Horse Bidder: none designated yet
• Investment Banker: Hilco Corporate Finance, LLC
• DIP Lender: represented by Fishel Law Group and Morris James LLP
• Cash Collateral Party: iHeartMedia, whose cash collateral the debtor is using consensually
• Debtor's Proposed Counsel: Ice Miller LLP