Solar Biotech, Inc.: Pictor Sale and Liquidation Trust

Solar Biotech, Inc. and affiliate Noblegen Inc. filed chapter 11 petitions in the District of Delaware on June 23, 2024, after losing a major customer that had generated roughly 80% of revenue. The Norton, Virginia-based biomanufacturing company entered bankruptcy with Ingredion as both its largest secured creditor and a stalking horse bidder, positioning the case for a rapid section 363 sale process. A competitive auction on September 6, 2024 produced a $20 million cash acquisition by Pictor Biotech, a company formed by former Novozymes executive Peter Rosholm, exceeding Ingredion's $15.2 million backup bid by $4.8 million.

The debtors subsequently pursued a chapter 11 plan of liquidation rather than a going-concern reorganization. Judge Laurie Selber Silverstein entered the confirmation order on September 10, 2025, and the plan went effective on September 30, 2025, activating the Solar Creditors Liquidation Trust. As of the most recent post-confirmation report covering the quarter ending December 31, 2025, no creditor class had received plan distributions, and the liquidating trustee was reconciling 248 claims with an objection deadline extended through May 29, 2026.

Debtor(s)	Solar Biotech, Inc. and Noblegen Inc.
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11402
Petition Date	June 23, 2024
Judge	Hon. Laurie Selber Silverstein
Confirmation Date	September 10, 2025
DIP Facility	$3.6 million new-money facility from Ingredion (also prepetition secured lender and stalking horse bidder)

Customer Loss, Funding Shortfall, and Path to Filing

Solar Biotech described itself as a biotechnology platform focused on scaling biotech designs and prototypes into commercialization for wellness, nutrition, and beauty products. Founded in 2019, the company used microbial and biomanufacturing technology, including precision fermentation, to produce synthetic biology materials for food, cosmetics, and other industries. Solar Biotech was headquartered in Norton, Virginia, and operated from an 18-acre industrial park facility in Southwest Virginia. The bankruptcy petition estimated both debt and assets between $10 million and $50 million and listed between 100 and 199 creditors.

In July 2023, Solar Biotech acquired Noblegen, an advanced digital biology company based in Peterborough, Ontario, Canada. The acquisition brought online a food-grade-certified biomanufacturing and R&D hub with a total nominal capacity of over 160,000 liters of upstream precision fermentation, backed by approximately $40 million in prior infrastructure and technology development investment. Noblegen operated under the name Solar Biotech Canada following the acquisition.

The First Day Declaration attributed the filing to a sharp liquidity collapse after the company lost a major customer that had generated approximately $400,000 per month, or roughly 80% of revenue. The declaration also cited a venture-capital slowdown that blocked a planned seed raise and COVID-era supply-chain disruptions that hurt 2021-2022 operating results. Solar Biotech had raised over $15 million in total funding, including an undisclosed investment from Ingredion in 2022. By the petition date, the company had furloughed employees and retained only a skeletal staff in Norton, while seeking to bring back most of its highly skilled Norton workforce if the chapter 11 sale process stabilized operations. Management stated that chapter 11 would preserve value through an orderly sale process and business reboot strategy rather than a disorderly shutdown, and Ingredion was already positioned as the stalking horse bidder at the time of filing.

Ingredion Secured Debt and DIP Facility

As of June 21, 2024, the First Day Declaration put Ingredion's prepetition secured claim at approximately $10 million, excluding accrued interest, fees, and expenses. That figure comprised a $7 million secured convertible note, $2 million of additional secured loans, and a $400,000 bridge loan. The Final DIP Order separately confirmed that as of the petition date, the bridge-loan obligations totaled at least $400,767.12, including $767.12 in accrued unpaid interest, exclusive of fees and expenses. Powell Valley National Bank held an approximately $1.6 million claim, and total unsecured debt was about $3 million.

Ingredion funded a committed $3.6 million new-money DIP facility to finance the sale process and chapter 11 costs, including payroll. The Final DIP Order found that the DIP facility and use of cash collateral were essential to preserve estate value, fund the cases through the termination date, and support the section 363 sale process to market and sell the assets. The order confirmed that the facility included roll-up loans and that the DIP lender received liens on the debtors' assets to secure DIP obligations. The order included broad debtor releases in favor of Ingredion as both prepetition lender and DIP lender, subject to carve-outs for bad faith, fraud, gross negligence, and willful misconduct. A challenge-period provision gave any later-appointed chapter 7 or chapter 11 trustee 20 days after appointment to pursue a challenge, and a timely standing motion could extend the period until two business days after approval of standing. The order also barred use of DIP proceeds, prepetition collateral, cash collateral, or the carve-out to investigate or prosecute claims against Ingredion or otherwise challenge the DIP or prepetition liens. The Final DIP Order memorialized these terms.

Ingredion's later break-up fee motion stated that the bridge loan, DIP financing, and stalking-horse bid were negotiated as a package deal. Ingredion did not demand a commitment fee, exit fee, higher interest rates, tighter DIP-budget variances, or financial covenants.

Sale Process and Auction

The U.S. Trustee appointed the official committee of unsecured creditors on July 8, 2024. The debtors were represented by Cheryl Ann Santaniello of Porzio Bromberg & Newman PC, and Newpoint Advisors Corporation served as financial advisor, with Ken Yager acting as chief restructuring officer.

The debtors entered chapter 11 with Ingredion positioned as the stalking horse bidder under a June 30, 2024 asset purchase agreement. The court approved bidding procedures on July 23, 2024. Newpoint Advisors Corporation, the debtors' financial advisor, contacted more than 3,000 companies, engaged around 70 potential buyers, and obtained 10 non-disclosure agreements, according to the Bendoris Declaration.

By the September 4, 2024 bid deadline, the debtors had received two qualified bids besides the stalking horse: Pictor Biotech at $20 million and Gordon Brothers Canada at $20,000 for specified excluded assets. At the September 6 auction, Pictor's $20 million bid became the opening qualified bid. Ingredion and Gordon Brothers did not increase their bids, and the debtors declared Pictor the highest and best offer, with Ingredion remaining as backup bidder at $15.2 million. Ingredion's stalking-horse bid was structured almost entirely as a credit bid of prepetition and DIP debt plus $300,000 cash.

The U.S. Trustee had previously raised concerns that Ingredion's initial $14.9 million credit bid sale price may be too low to provide recovery for other creditors, underscoring the importance of the competitive auction. The Sale Order found that Pictor's consideration was the highest and otherwise best offer, approved the transaction free and clear, and granted Pictor good-faith-purchaser protections under sections 363(m) and 363(n). The order also noted that the debtors' DIP financing was set to expire on October 21, 2024, reinforcing the need for a prompt closing. The debtors closed the sale on October 10, 2024.

Post-Sale: Pictor Biotech's Acquisition Strategy

Peter Rosholm, Pictor Biotech's sole director and shareholder, stated in court filings that he intended to retain all US-based employees on terms equal to or better than their existing employment and to invest working capital to expand capacity. Solar Biotech founder Alex Berlin remained as CEO and CTO under the new ownership. Berlin stated that all US staff were kept during the restructuring process and that operations in Canada would be centralized to the Virginia hub.

Rosholm previously led Albumedix, which Novozymes separated as an independent biopharma company in 2016. He sold Albumedix to Sartorius in 2022 for more than $500 million. Berlin noted that he had started the business in 2019 with $100,000 of personal capital and that the company sold for $20 million after five years.

In January 2025, Pictor Biotech announced the strategic unification of Solar Biotech with two additional acquisitions: France-based biotech equipment maker GPC Bio and Hungary-based strain engineering company Eleszto Genetika. The combined entity brought together over 100 engineers, scientists, and biotech executives to create what Rosholm described as a vertically integrated synthetic biology and biomanufacturing platform spanning strain development, bioprocess engineering, plant construction, and large-scale deployment. Rosholm stated the organization planned to increase manufacturing capacity 10 to 20 times.

Break-Up Fee Dispute

After the Pictor sale closed, Ingredion sought a break-up fee of $456,000, equal to 3% of its modified $15.2 million stalking-horse bid. The aggregate expense reimbursement and break-up fee package totaled $706,000. The debtors and the official committee of unsecured creditors argued the fee was justified under Third Circuit administrative-expense standards because Ingredion's bid set the auction floor and its DIP funding supported the sale process through closing. Ingredion initially bid $14.9 million, later increasing to $15.2 million, with the bid structured almost entirely as a credit bid of prepetition and DIP debt plus $300,000 cash. Pictor's winning $20 million all-cash bid exceeded the stalking-horse floor by $4.8 million.

A creditor objected to the break-up fee, arguing that Ingredion failed to provide sufficient evidence justifying the requested protections. Nonetheless, the bankruptcy court ultimately approved the $456,000 break-up fee, finding that the stalking-horse arrangement had provided a measurable benefit to the estate by establishing a floor bid and maintaining DIP funding through the sale process.

Liquidating Plan and Confirmation

Rather than pursuing a going-concern reorganization, the debtors filed an amended combined plan and disclosure statement proposing a chapter 11 plan of liquidation. Before confirmation, a Delaware bankruptcy judge approved a settlement between the official committee of unsecured creditors and Ingredion as the largest secured creditor, facilitating the company's progress through the chapter 11 process. The Confirmation Order was entered on September 10, 2025. Effective-date conditions included entry of a confirmation order acceptable to the debtors, the committee, and Ingredion, receipt of required approvals, appointment of the liquidating trustee, execution of the liquidation trust agreement, filing of the final plan supplement, and payment in full in cash of the compromised Ingredion secured claim.

The Effective Date Notice confirmed that all conditions precedent were satisfied or waived on September 30, 2025. The plan's exculpation, release, and injunction provisions became binding on the debtors, the liquidation trust, the liquidating trustee, and all holders of claims or interests. The notice imposed October 30, 2025 deadlines for rejection damages claims and final administrative claims accruing between May 31, 2025 and the effective date.

Solar Creditors Liquidation Trust and Claims Reconciliation

The Solar Creditors Liquidation Trust was established on the September 30, 2025 effective date, with Arian Eghbali serving as liquidating trustee. The trustee administers the trust, manages reserves, objects to claims, pays allowed professional fees, and handles final monthly and quarterly reporting. Under the Confirmation Order, the general framework for objections to claims other than administrative and professional fee claims set an initial deadline of the later of 120 days after the effective date or another period fixed by the debtors, the liquidating trustee, or further court order.

The post-confirmation report for the quarter ending December 31, 2025 shows total cash disbursements of $376,660 since the effective date, with no non-cash transfers. Professional fee payments during the quarter totaled $286,485, including $161,976 to Gibbons P.C. as lead counsel, $74,860 to Esbrook, PC, $11,676 to Epiq, $11,773 to Newpoint Advisors Corporation, and $26,200 to TDX Consulting LLC. No payments or recoveries had been made for administrative, secured, priority, or general unsecured claims, with each category at 0% paid as of December 31, 2025.

The trustee moved to extend the claim-objection deadline on January 27, 2026, citing 248 claims still under active review and reconciliation. The court granted the extension on February 14, 2026, moving the deadline to May 29, 2026. The trustee anticipates filing an application for a final decree by December 31, 2026.

Frequently Asked Questions

What happened to Solar Biotech's business after the bankruptcy sale?

Pictor Biotech, the entity formed by Peter Rosholm to acquire the Solar Biotech assets, retained all US-based employees and continued operations under the Solar Biotech name from the Norton, Virginia facility. In January 2025, Pictor announced the acquisition of GPC Bio and Eleszto Genetika, creating a combined organization of over 100 engineers and scientists focused on synthetic biology and biomanufacturing.

Who is the claims agent for Solar Biotech?

Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

What is the status of creditor distributions?

As of the December 31, 2025 post-confirmation report, no creditor class had received plan distributions. The liquidating trustee was reconciling 248 claims, with the objection deadline extended to May 29, 2026.

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