capital markets & securities
PDFWe pride ourselves on being ahead of the curve in the capital markets arena. We communicate frequently with the staff of the Division of Corporation Finance of the SEC about new policy matters and the latest interpretive guidance to help our clients meet their SEC registration and financing objectives with the greatest possible speed and efficiency. We are known for adding value to our clients beyond legal services by proactively linking them with our extensive financial sector contacts to facilitate capital formation.
We specialize in representing emerging growth companies, underwriters and placement agents in:
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Underwritten public offerings (IPOs and follow-on offerings, including shelf registrations and shelf takedowns)
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Registered direct offerings
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At-the-market offerings
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Private placements (equity and convertible debt)
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Reverse mergers and self-filings coupled with financings
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Public offerings under SEC Regulation A, as soon to be amended and expanded
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Obtaining stock exchange listings for qualified issuers
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Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.
deals
deals
- Represented EF Hutton, the underwriter on two Initial Public Offerings that are now trading on NASDAQ: Yoshiharu Global Co. (NASDAQ: YOSH) is a a fast-growing restaurant operator specializing in Japanese ramen and Reborn Coffee, Inc. (NASDAQ: REBN) is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks and cafes.
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Represented the Benchmark Company, the sole book-running manager for a $6.375 Million Initial Public Offering and NASDAQ listing with Heart Test Laboratories, Inc. (NASDAQ: HSCS; HSCSW), a medical technology company focused on applying innovative AI-based technology to an ECG (also known as an EKG) to expand and improve an ECG’s clinical usefulness.
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Represented Greenwave Technology Solutions, Inc. (Nasdaq: GWAV), a leading operator of 11 metal recycling facilities in Virginia and North Carolina, in connection with its NASDAQ listing.
- Represented AmeriDrive Holdings, Inc., a (MaaS) Mobility as a Service company with one of the largest private subscription fleets in North America and a presence in multiple states, in entering into a joint venture with HyreCar, Inc., a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform, and obtained a loan facility in the amount of $100 Million from Credit Suisse.
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Represented Inpixon (Nasdaq: INPX), a leading indoor data company that delivers Indoor Intelligence™ solutions, in connection with its $50 million registered direct offering of 53,198 shares of Series 8 convertible preferred stock and warrants to purchase up to an aggregate of 112,778,723 shares of common stock at a per share price of $0.4717.
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Represented Vicinity Motor Corp (TSXV:VMC) (NASDAQ:VEV) (FRA:6LGA), a North American supplier of electric vehicles for both public and commercial enterprise use, in connection with its $12 million registered direct offering of 4,444,445 common shares and warrants to purchase up to 4,444,445 common shares at a combined purchase price of $2.70 per unit.
- Represented Peninsula Acquisition Corporation in closing an alternative public offering with Transphorm, Inc., a pioneer in the development and manufacturing of high reliability-high performance gallium nitride (GaN) semiconductors for power conversion, allowing Transphorm to raise $21.5 million in a private placement financing in connection with a reverse merger.
- Represented Max-1 Acquisition Corporation in closing an alternative public offering with Exicure, Inc., a pioneer in developing three-dimensional Spherical Nucleic Acid (SNA™) constructs as gene regulatory and immunotherapeutic agents, allowing Exicure to raise $20 million in a private placement financing in connection with a reverse merger.
- Represented Odyssey Semiconductor Technologies, Inc. in closing a share exchange with Odyssey Semiconductor, Inc., a semiconductor device company developing high-voltage power switching components and systems based on Gallium Nitride (GaN) processing technology, to raise approximately $2.7 million in a private placement financing.
- Represented HyreCar, Inc., the carsharing marketplace for ridesharing and delivery, in its $12.6 million underwritten IPO.
- Represented GI Dynamics, Inc., a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, in its offering of up to $10 million Series A Preferred Shares.
- Represented ClearSign Technologies Corporation (Nasdaq: CLIR), an emerging leader in industrial combustion and sensing technologies that improve energy, operational efficiency and safety while dramatically reducing emissions, in a $5.175 million firm commitment underwritten offering the closing of 2,587,500 shares of its common stock at a public offering price of $2.00 per share.
- Represented Inpixon (Nasdaq: INPX), a leading indoor data company that delivers Indoor Intelligence™ solutions, in connection with its $150 million At-The-Market Public Offering.
- Private placement of common stock of VBI Vaccines Inc. (NASDAQ: VBIV), led by institutional investors RTW Investments, ARCH Venture Partners and Perceptive Advisors.
- Series A Preferred Stock financing of Reload Studios, Inc., a virtual reality entertainment developer based in Los Angeles, California. World Innovation Lab, a technology investment firm based in Silicon Valley and Tokyo, Japan, acted as lead investor.
- Issuer’s counsel in private placement of equity-linked securities of Uni-Pixel, Inc. (NASDAQ: UNXL) to two institutional investors. Cowen and Company, LLC acted as sole placement agent for the financing. Uni-Pixel develops Performance Engineered Films™ for the touch screen, flexible printed electronics and display markets.
- Issuer’s counsel in underwritten follow-on public offering of common stock of ClearSign Combustion Corporation (NASDAQ: CLIR), an emerging leader in combustion and emissions control technology for industrial, commercial and utility markets. MDB Capital Group, LLC acted as underwriter for the offering.
- Borrower’s counsel to VBI Vaccines Inc. (NASDAQ: VBIV) in entering into a venture debt facility from Perceptive Advisors, LLC, a New York based life sciences fund with approximately $1 billion under management. VBI Vaccines is a biopharmaceutical company developing novel technologies that seek to expand vaccine protection in large underserved markets.
- Borrower’s counsel to Response Genetics, Inc. (NASDAQ: RGDX) in entering into a venture debt facility from SWK Funding LLC, a wholly-owned subsidiary of SWK Holdings Corporation. Response Genetics is a CLIA-certified clinical laboratory focused on the development and sale of molecular diagnostic testing services for cancer.
- Borrower’s counsel to Viveve Medical, Inc. in entering into a venture debt facility with Square1 Bank. Viveve Medical is a life sciences company focused on women’s health.
- Issuer’s counsel to Sysorex Global Holdings Corp. (NASDAQ: SYRX) in connection with its initial public offering (IPO). Wellington Shields & Co., LLC and Dougherty & Company LLC acted as the co-managing underwriters in connection with the IPO.
- Issuer’s counsel to ClearSign Combustion Corporation (NASDAQ: CLIR) in its registered direct public offering. Brean Capital, LLC acted as underwriter for the offering.
- Issuer’s counsel to Ideal Power Inc. (NASDAQ: IPWR) in its initial public offering (IPO). MDB Capital Group LLC acted as the Managing Underwriter and Northland Capital Markets acted as the co-managing underwriter for the IPO.
- Issuer’s counsel to Uni-Pixel, Inc. (NASDAQ: UNXL) in its underwritten public offering of common stock. Cowen and Company LLC acted as underwriter for the offering.
- Issuer’s counsel to ClearSign Combustion Corporation (NASDAQ: CLIR) in its initial public offering of common stock. MDB Capital Group, LLC acted as underwriter for the offering.
- Handled initial public offering of more than $75 million of common stock for a consumer finance company and subsequent public offering of an additional $35 million of common stock.
- Represented London Stock Exchange listed company in $300-million tender offer for all of the shares of a NASDAQ/NNM Corporation and subsequent "going private" merger.
- Represented NYSE listed company in public offering of $148 million of additional common stock and the concurrent private placement of $23 million of common stock to affiliates of the issuer.
Headlines
Headlines
- August 21, 2023
- August 1, 2023
- August 1, 2023
- July 1, 2021
- Bloomberg Law, October 28, 2020
- June 4, 2020
- October 4, 2019
- Law.com (ALM Media Properties) , September 25, 2019
- September 23, 2019
- Bloomberg Law, February 22, 2019
- February 20, 2019
- January 16, 2019
- January 2019
- December 4, 2018
- September 7, 2018
- Melanie Figueroa Named to Corporate Counsel and InsideCounsel's list of "2018 National Women in Law"August 13, 2018
- June 29, 2018
- March 28, 2018
- March 21, 2018
- March 13, 2018
- February 27, 2018
- February 22, 2018
- February 21, 2018
- December 18, 2017
- November 13, 2017
- September 28, 2017
- August 17, 2017
- July 25, 2017
- May 2, 2017
- December 13, 2016
- December 6, 2016
- December 6, 2016
- June 27, 2016
- June 21, 2016
- June 20, 2016
- June 20, 2016
- May 26, 2016
- May 9, 2016
- March 31, 2016
- November 24, 2015
- October 28, 2015
- July 1, 2015
- July 1, 2015
- July 1, 2015
- June 2015
- September 5, 2014
- September 4, 2014
- September 3, 2014
- April 2014
- December 5, 2013
Publications
- Who Wins, and Why?Planet MicroCap Review , March 31, 2023
- The Biederman Blog, December 17, 2018
- Law360, June 21, 2018
- American Banker, March 21, 2018
- February 15, 2016
Alerts
- March 19, 2020
- March 19, 2020
- March 6, 2020
- February 11, 2020
- October 14, 2019
- April 8, 2019
- March 25, 2019
- June 2018
- February 1, 2018
- October 17, 2017
- September 13, 2017
- August 1, 2017
- July 10, 2017
- July 5, 2016
- September 2015
Events & Speaking Engagements
- February 1, 2024
- June 10, 2020
- February 26, 2020
- December 9, 2019
- November 23, 2019
- November 14, 2019
- November 14, 2019
- September 27, 2019
- September 26, 2019
- May 23, 2019
- May 15, 2019
- May 3, 2019
- April 18, 2019
- April 1, 2019
- February 28, 2019
- December 4, 2018
- April 25, 2018
- March 27, 2018
- March 13, 2018
- November 8, 2017
- October 20, 2017
- September 7, 2017
- June 21, 2017
- June 5, 2017
- December 6, 2016
- November 11, 2016
- Closing the Big Deal, Fourth Annual Leadership Conference: Making Things Happen, Getting Things DoneMarch 2016
- December 15, 2015
- December 1, 2015
- October 28, 2015
- September 11, 2015