Declaration of Nicholas Moringo in Support of Ayming

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Declaration of Nicholas Moringo, a Senior Associate at Ayming, in support of the Ayming motion for allowance and payment of administrative expenses from Vyaire Medical, in the United States Bankruptcy Court for the District of Delaware (Case 24-11217-BLS Doc 885-1 Filed 12/24/24). Moringo states that Ayming and Vyaire entered into the R&D Agreement on January 27, 2023, for consulting services analyzing Vyaire's eligibility for Research and Development Tax Credits, and a Section 174 Addendum on November 20, 2023. Moringo states that the analysis was finally completed in July 2024. It states Ayming's fees are $1,200,173.48 for the R&D Tax Credit analysis and $17,500.31 for the Section 174 services.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

VYAIRE MEDICAL, INC., et al.,

Debtors.
 Chapter 11

Case No. 24-11217 (BLS)

DECLARATION OF NICHOLAS MORINGO IN SUPPORT OF AYMING
USA INC.’S MOTION FOR ALLOWANCE AND PAYMENT OF
ADMINISTRATIVE EXPENSES FROM VYAIRE MEDICAL, INC.
I, Nicholas Moringo, declare as follows:
1.
I am currently employed as a Senior Associate at Ayming USA, Inc. (“Movant” or
“Ayming”), a creditor and party-in-interest in the above-captioned cases. I submit this declaration
(the “Declaration”) in support of Ayming USA Inc.’s Motion for Allowance and Payment of
Administrative Expenses from Vyaire Medical, Inc. (the “Motion”). I have personal knowledge of
Ayming’s operations, its relationship with the Debtors, and the related matters stated herein. All of
the facts set forth herein with respect to Movant are based upon information and documents
supplied to me by others employed by Movant and more familiar with the matters stated herein.
2.
On January 27, 2023, Ayming and Vyaire entered into a contract (the “R&D
Agreement”) for Ayming to perform consulting services by performing analysis related to Vyaire’s
eligibility for certain Research and Development (“R&D”) Tax Credits.
3.
Attached to this Declaration as Exhibit A is a true and correct copy of the R&D
Agreement.
4.
On November 20, 2023, Ayming and Vyaire entered into an addendum (the
“Section 174 Addendum”) to the R&D Agreement to incorporate further services specifically with
regard to analysis of Section 174 of the Internal Revenue Code (“Section 174”).
Case 24-11217-BLS    Doc 885-1    Filed 12/24/24    Page 1 of 3

5.
Attached to this Declaration as Exhibit B is a true and correct copy of the R&D
Agreement.
6.
Along with a team of my Ayming colleagues, I had to gather extensive information
from Vyaire in order to conduct an analysis related to Vyaire’s R&D Tax Credit and Section 174,
which began in 2023. In April 2024, Vyaire still had not provided all of information necessary for
the completion of this analysis.
7.
Thereafter, Ayming continued to request the completion of the R&D Tax Credit and
Section 174 analysis, which was finally completed in July 2024.
8.
Attached to this Declaration as Exhibit C is a true and correct copy of email
correspondence between me and Vyaire’s James Talfourd-Cook from July 15, 2024 through July
30, 2024.
9.
Ayming identified the following Federal and California R&D Tax Credits for
Vyaire Holding Company and its subsidiaries for the tax years of 2020, 2021, and 2022:

10.
Pursuant to the parties’ written agreement, Ayming’s fees for its analysis of those
identified R&D Tax Credits of $11,201,738 is $1,200,173.48:

11.
Ayming’s fees with regard to the Section 174 services is $17,500.31.
2020
2021
2022
Totals
Federal
3,984,864.00
$
1,594,676.00
$
905,697.00
$
6,485,237.00
$
California
2,435,336.00
$
1,436,830.00
$
844,334.00
$
4,716,500.00
$
6,420,200.00
$
3,031,506.00
$
1,750,031.00
$
11,201,737.00
$
Gross Federal and StateR&D Tax Credits
$1 -
$1,000,000
$1,000,001 -
$3,000,000
$3,000,001+
Total R&D Tax
Credit Fee
14%
12%
10%
140,000.00
$
239,999.88
$
820,173.60
$
1,200,173.48
$
R&D Tax Credit Fee
Case 24-11217-BLS    Doc 885-1    Filed 12/24/24    Page 2 of 3

Case 24-11217-BLS    Doc 885-1    Filed 12/24/24    Page 3 of 3

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