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We 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:

  • Underwritten public offerings (IPOs and follow-on offerings, including shelf registrations and shelf takedowns)

  • Registered direct offerings

  • At-the-market offerings

  • Private placements (equity and convertible debt)

  • Reverse mergers and self-filings coupled with financings

  • Public offerings under SEC Regulation A, as soon to be amended and expanded

  • Obtaining stock exchange listings for qualified issuers 

  • Negotiated transactions, tender offers, proxy contests, and related Hart-Scott-Rodino antitrust filings.

Cases

Cases

  • 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.

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