A seasoned securities and capital markets lawyer, Spencer Feldman helps a diverse range of small caps, including many in today’s ever-expanding technology sector, access and secure the capital they need to launch and grow their businesses.
Armed with more than three decades of capital market experience, Spencer represents smaller publicly traded companies, and often underwriters and investment funds, in public and private securities offerings. He focuses primarily on IPOs but also represents clients in follow-on offerings, secondaries, shelf takedowns, confidentially marketed offerings, registered directs, ATMs, and PIPEs, as well as SPACs, and reverse public offerings. More recently, he has been counsel in Regulation A+ public offerings, Rule 506(c) publicly solicited placements, and Section 4(a)(6) crowdfunding transactions. He also provides his clients with day-to-day SEC compliance and filings guidance.
Many of Spencer’s clients are on the leading edge. They range from technology-driven small caps in the biotech, computer, Internet, and social media sectors, to the banks, financial institutions, underwriters, and investment funds that provide the growth capital these companies need.
Spencer has represented emerging technology ventures involved in electric vehicle charging, consumer financial technology, social media sponsorships, regenerative medical clinics, facial animation software, biopharmaceutical vaccines and diagnostics, and a wide variety of other clients. Recently, he represented the lead underwriter of a successful IPO providing working capital for a specialty pharmaceutical company focused on improving the outcomes of cancer patients treated with radiation therapy. Additionally, he played a key role in helping a leading operator/provider of electric vehicle charging equipment and services execute a $250 million stock offering that will fund future EV charging station deployment.
A highly regarded thought leader, Spencer has published in the Harvard Law School Forum on Corporate Governance and Insights, The Corporate & Securities Law Advisor, and the Columbia Law School’s blog on corporations and the capital markets. He also contributes regularly to Olshan’s Securities Law blog, focusing on SEC-registered public offerings and related disclosure issues.
-
Represented AC Sunshine Securities LLC as lead managing underwriter in Springview Holdings Ltd’s $6.0 million initial public offering of Class A ordinary shares. The company intends to use the proceeds from this offering for business development and marketing activities, hiring and training skilled workforce, and working capital and other general corporate purposes. Springview Holdings designs and constructs residential and commercial buildings in Singapore. Springview Holdings’ shares now trade on The Nasdaq Capital Market under the symbol SPHL.
- Represented OS Therapies Incorporated, an antibody drug conjugate (ADC) and immunotherapy research and clinical stage biopharmaceutical company, in its initial public offering of 1,600,000 shares of common stock at a public offering price of $4.00 per share, raising gross proceeds of $6.4 million. The net proceeds from the offering are expected to be approximately $6.0 million, after deducting underwriting discounts and commissions. The Company intends to use the net proceeds to advance the clinical development of its product candidates – OST-HER2 and OST-tADC – and discover and develop new product candidates. OS Therapies is focused on the identification, development and commercialization of treatments for Osteosarcoma (OS) and other solid tumors. OS Therapies’ common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “OSTX.” Brookline Capital Markets, a division of Arcadia Securities, LLC acted as sole book-running manager for the public offering.
- Represented Blink Charging Co. in its $100 million underwritten follow-on public offering. The offering consisted of 8,333,333 shares of common stock at a price to the public of $12 per share. In addition, the underwriters have a 30-day option to purchase up to an additional 1,249,999 shares of common stock at the public offering price, less the underwriting discounts and commissions. Barclays acted as the sole book-running manager for the offering. H.C. Wainwright & Co., Roth Capital Partners, and ThinkEquity acted as co-managers for the offering. Blink is using the net proceeds from the offering to fund EV charging station deployments and finance the costs of acquiring businesses, products and technologies as a part of its growth strategy. Blink is a global leading manufacturer, owner, operator and provider of electric vehicle (EV) charging equipment and networked EV charging services. Blink has sold or deployed over 66,000 chargers, many of which are networked EV charging stations, enabling EV drivers to easily charge at any of Blink’s charging locations worldwide. The offering was made pursuant to an effective shelf registration statement on Form S-3ASR and a prospectus supplement relating to and describing the terms of the offering.
-
Represented Boustead Securities, LLC, as lead managing underwriter, in Kairos Pharma, Ltd.’s initial public offering of 1,550,000 shares of common stock for gross proceeds of $6.2 million. Kairos Pharma is a clinical stage biopharmaceutical company developing cancer therapeutics designed to reverse cancer drug resistance and immune suppression. Kairos Pharma has granted the underwriters an over-allotment option to purchase an additional 232,500 shares. Kairos Pharma’s common stock began trading on the NYSE American on September 16, 2024 under the symbol “KAPA.” EF Hutton LLC acted as co-managing underwriter for the offering.
- Represented lead underwriter Boustead Securities, LLC in the firm commitment initial public offering of securities by Shuttle Pharmaceuticals Holdings, Inc. (Nasdaq: SHPH), a discovery and development stage specialty pharmaceutical company focused on improving the outcomes of cancer patients treated with radiation therapy. Shuttle Pharmaceuticals sold 1,225,888 units consisting of common stock and warrants at $8.125 per unit. On the first day of trading on August 31, 2022, the stock popped to $84.70 and on September 1, 2022, it leaped further to $126.26 per share. Shuttle Pharmaceuticals was founded by faculty members of the Georgetown University Medical Center. The net proceeds of the offering are being used to fund Phase II clinical trials of product candidates, including radiation sensitizer Ropidoxuridine and the HDAC inhibitor small molecule technology platform.
- Represented Jeffrey R. Westphal in connection with a $23 million secondary registered block trade offering of shares of Class A common stock of Vertex, Inc. (Nasdaq: VERX). Goldman Sachs & Co. LLC acted as the underwriter for the offering. Mr. Westphal formerly served as a director and Chief Executive Officer of Vertex and remains one of its largest stockholders. Vertex is a leading provider of comprehensive integrated tax technology solutions. In the registered block trade offering, Latham & Watkins LLP represented Vertex and Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs.
- Represented Ault Disruptive Technologies Corporation in its $115 million initial public offering of units (consisting of common stock and warrants), which are now trading on the NYSE American exchange (NYSE American: ADRT). Ault Disruptive Technologies is a blank-check special purpose acquisition company (SPAC) formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses with a focus on emerging technologies. A.G.P./Alliance Global Partners served as sole book-running manager and Brookline Capital Markets served as co-manager for the offering. The firm also represents BitNile Holdings, Inc. (formerly Ault Global Holdings, Inc.), the NYSE-traded parent company of the SPAC’s sponsor. The public offering closed on December 20, 2021.
- Represented IZEA Worldwide, Inc. (Nasdaq: IZEA), the premier provider of influencer marketing technology, data and services, in an at-the-market offering sales program provided by National Securities Corporation, acting as sales agent. Following the effectiveness of IZEA’s shelf registration statement on June 2, 2020, we guided IZEA the next day through the closing of its $10.0 million ATM offering sales agreement. On June 4, we assisted IZEA in filing with the SEC a prospectus supplement for the ATM and submitting a placement notice to sell shares of its common stock beginning early the following week. On June 8, the price of IZEA’s common stock more than doubled during the session and on June 9, the stock hit a 52-week high on 15 times the average volume of shares traded. From June 9 to 11, IZEA sold the full $10.0 million in stock into the market. By the end of June 11, with the stock price hitting recent highs and additional shares of common stock now outstanding, IZEA’s public float exceeded the $75.0 million offering limitation applicable to smaller publicly traded companies. We expanded the ATM offering sales program by amending the previously filed prospectus supplement to permit IZEA to now raise $40.0 million from common stock sales into the market. On June 12, the company far exceeded its original goal of $10.0 million in sales, with continuing momentum and at significant historical price levels.
- Represented IMAC Holdings, Inc. in the underwritten initial public offering of IMAC’s shares of common stock and warrants to purchase common stock, at a public offering price of $5.125 per unit. IMAC owns and manages outpatient medical clinics throughout the Midwest that provide regenerative, orthopedic and minimally invasive procedures and therapies centered around treating sports injuries. IMAC has partnered with several active and former professional athletes, opening two Ozzie Smith IMAC Regeneration Centers, two David Price IMAC Regeneration Centers, and a Tony Delk IMAC Regeneration Center. Dawson James Securities, Inc. acted as the book-running manager and Axiom Capital Management, Inc. and The Benchmark Company LLC acted as co-managers for the offering. IMAC’s shares and warrants are trading on The Nasdaq Capital Market under the ticker symbols “IMAC” and “IMACW.”
- Represented The Benchmark Company, LLC through its Kestrel Merchant Partners group in a US$4.545 million private investment in public equity (PIPE) convertible note and warrant bridge financing for Alpha Cognition Inc. (CSE: ACOG, OTCQB: ACOGF), a biopharmaceutical company committed to developing novel therapies for debilitating neurodegenerative disorders. The financing was led by existing investors and select new investors comprised of institutional funds and high net worth accredited individuals. The Benchmark Company, LLC acted as the sole placement agent for the offering and The Kestrel Merchant Partners group at The Benchmark Company, LLC was responsible for sourcing and executing the offering. The notes sold in the offering are subject to mandatory conversion into common shares of the Company in conjunction with the closing of a “qualified offering” of securities of the Company for at least $10 million in aggregate gross proceeds in coordination with the simultaneous uplisting of the common shares of the Company onto a U.S. national securities exchange. Each investor received warrants sufficient to purchase such number of common shares of the Company equal to the principal amount of notes such investor purchased divided by the conversion price of the notes and will receive an additional 50% of warrants with identical terms upon the closing of a qualified offering. Proceeds from the bridge financing will be utilized to continue commercialization work for the Company’s recently approved drug ZUNVEYL™, complete payer pricing and contracting work, and manufacture commercial product. Kestrel Merchant Partners is a merchant bank focused on special situations that invests in small public companies going through transition.
- Represented Legacy Housing Corporation in the initial public offering of an aggregate of 4,000,000 shares of its common stock at a public offering price of $12.00 per share. Legacy Housing is the fourth-largest producer of manufactured homes in the United States and a recognized leader and innovator in the manufactured housing industry. Shares of the company are trading on The Nasdaq Global Select Market under the symbol “LEGH.” The offering was made through an underwriting group led by B. Riley FBR, Inc., Oak Ridge Financial, and National Securities Corporation.
- Represented Source Capital Group, Inc., a boutique investment banking firm that served as the dealer-manager for the rights offering by online retailer Overstock.com, Inc. In December 2016, Overstock completed an $11 million public rights offering of securities that included shares of its new Blockchain Voting Series A Preferred Stock, marking the first-ever issuance of a public blockchain security. At closing, the Blockchain shares were issued as book-entry digital securities directly registered in investors’ names. These digital securities now trade exclusively on a registered alternative trading system using the tØ® blockchain-based issuance and trading platform developed by Overstock.com’s majority-owned financial technology subsidiary tØ.com, Inc. Using blockchain technology, securities trade times are reduced from trade date plus three days to same-day settlement. The rights offering was made pursuant to Overstock.com’s effective shelf registration statement on Form S-3 on file with the SEC and a prospectus supplement filed with the SEC prior to the commencement of the rights offering.
- Represented Harley Capital LLC, serving as placement agent, in connection with the private placement of shares of the 8% cumulative convertible class B preferred stock of Urica Therapeutics, Inc. to a limited group of accredited investors, raising gross proceeds of approximately $3.4 million. Urica Therapeutics is a clinical-stage pharmaceutical company founded by Fortress Biotech Inc. (Nasdaq: FBIO) that focuses on the development and commercialization of pharmaceutical products to treat gout and possibly other conditions associated with high uric acid levels or hyperuricemia. The terms of the convertible preferred stock provide that, if Urica Therapeutics has not completed a qualified financing or sale of the company within 18 months following the closing, the Urica preferred stock will be mandatorily exchanged into shares of common stock of Fortress Biotech or, at its election, cash. Harley Capital is an independent broker-dealer registered with FINRA. The final closing of the transaction occurred in February 2023.
- Represented Coyuchi, Inc., a leading designer and online/physical retailer of coastal-inspired organic bedding, sheets, towels, apparel and other home goods for the environmentally conscious home, in its self-directed, best efforts initial public offering of Series C preferred stock pursuant to Regulation A+ under Section 3(b) of the Securities Act for Tier 2 offerings. The offering provided large investors with a 10% discount on the price paid per share if they purchase at least $1 million of shares in the offering. The net proceeds of the offering are intended to be utilized to expand the company’s marketing channels, upgrade its information technology infrastructure and explore the potential for new store growth in target customer market areas.
- Represented FlexShopper, Inc., a leading national online lease-to-own retailer and financing solutions provider, in the purchase of the consumer loan portfolio and associated assets of Revolution Financial, Inc., a provider of consumer loans and credit products, pursuant to an asset purchase agreement, as amended. In consideration for the sale, FlexShopper paid Revolution the sum of $5.0 million in cash, pursuant to FlexShopper’s five-year, 8.0% unsecured promissory note, subject to certain mandatory prepayments of excess cash flow. The purchase provided FlexShopper with 22 physical store locations, 78 virtual locations located within Liberty Tax stores and related digital assets in which FlexShopper will make available consumer financing solutions.
- Represented Rekor Systems, Inc., a leader in developing and implementing state-of-the-art roadway intelligence systems using AI enabled computer vision and machine learning, in the public offering of $15 million in aggregate principal amount of its 13.25% Series A Prime Revenue Sharing Notes due Dec. 15, 2026. Proceeds of the sale are expected to be used for expansion and working capital purposes. The Series A Notes are the first to be issued pursuant to and secured under an Indenture of Trust, which pledges revenues from a pool of contracts with Rekor’s prime customers.
- Represented Univest Securities, LLC, acting as lead underwriter and book runner, in the $11 million initial public offering of Class A ordinary shares of Top KingWin Ltd., a Cayman Islands holding company, pursuant to a registration statement on Form F-1. Top KingWin’s indirect wholly owned Chinese subsidiary provides a number of important business services in China to young and emerging companies including capital market related education and support services and advisory and transaction services. Top KingWin’s shares now trade on The Nasdaq Capital Market under the symbol TCJH. Pacific Century Securities, LLC and AC Sunshine Securities LLC acted as co-managers in the offering.
- Represented Boustead Securities, LLC, as sole managing underwriter, in Mangoceutical, Inc.’s initial public offering of 1,250,000 shares of common stock for gross proceeds to Mango of $5.0 million. Mangoceuticals is focused on developing, marketing and selling via a secure telemedicine platform a variety of men’s health and wellness products, including its uniquely formulated erectile dysfunction (ED) drug branded “Mango.” Serial entrepreneur Jacob D. Cohen leads Mangoceuticals as its Chairman and Chief Executive Officer. The company intends to use the net proceeds from the offering primarily to finance the marketing and operational expenses associated with the planned marketing of its Mango ED product. Mangoceuticals granted the underwriters an overallotment option to purchase an additional 187,500 shares. Mangoceuticals’ common stock began trading on The Nasdaq Capital Market on March 21, 2023, under the symbol “MGRX.” In connection with the effectiveness of its public offering, Mangoceuticals also registered for resale 4,765,000 shares of its common stock, including upon exercise of warrants, issued in the company’s bridge financing prior to the offering.
- Represented Blink Charging Co. (Nasdaq: BLNK), a leading owner, operator and provider of electric vehicle charging equipment and services, in connection with its filing of a prospectus supplement to its Form S-3ASR with the SEC registering $250 million of common stock pursuant to an ATM facility with six investment banking firms, Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., ThinkEquity LLC, H.C. Wainwright & Co., LLC, and Roth Capital Partners, LLC. Blink intends to use the net proceeds from the ATM facility to supplement its operating cash flows to fund EV charging station deployment and to finance the costs of acquiring complementary businesses as a part of its continuing growth strategy.
- Represented Jeffrey R. Westphal and his affiliated trust entities and family members as selling shareholders under a Form S-3 resale shelf registration statement covering 36,197,237 shares of Class A common stock of Vertex, Inc. (Nasdaq Global: VERX), a leading provider of enterprise tax technology solutions. Following the effectiveness of the filing, the Firm represented Mr. Westphal in the sale of 5,000,000 shares of Class A common stock in a transaction contemplated in the “Plan of Distribution” section of the prospectus included in the registration statement. The sale proceeds are being used to support Mr. Westphal’s new business ventures.
- Represented BitNile Holdings, Inc. in a $3.6 million registered primary offering of 144,000 shares of a new class of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock at a public offering price of $25.00 per share. Alexander Capital, L.P. acted as the underwriter in the public offering on a firm commitment basis. The Series D Preferred Stock was listed for trading following the closing of the offering on the NYSE American under the symbol “NILE PRD.” Headquartered in Las Vegas, Nevada, BitNile is a diversified holding company owning subsidiaries primarily engaged in commercial and defense solutions, commercial lending, data center operations, bitcoin mining and advanced textile technology. The company plans to use the net proceeds from this offering for the purchase of bitcoin miners and general corporate purposes.
- Represented Star Equity Holdings, Inc. (Nasdaq: STRR) in connection with a $14,250,000 registered underwritten public offering of common stock and warrants. Star Equity intends to use the net proceeds from this offering to pursue organic growth initiatives and fund potential acquisitions, and for working capital and other general corporate purposes. Star Equity is a diversified multi-industry holding company that currently operates primarily in the healthcare and construction business sectors. Maxim Group LLC served as the sole book-running manager for the offering. The public offering closed on January 24, 2022.
- Represented Alzamend Neuro, Inc. in a $14.4 million initial public offering of 2,875,000 shares of its common stock and Nasdaq listing (ticker: ALZN). A subsidiary of Ault Global Holdings, Inc., whose Chairman is indirectly the largest single shareholder of Alzamend Neuro, purchased $10 million of the shares sold in the offering. Founded in 2016, Alzamend Neuro is developing products to treat neurodegenerative diseases and psychiatric disorders. Its lead product candidate, AL001, is an ionic cocrystal of lithium that is being developed to treat Alzheimer’s disease. Spartan Capital Securities served as sole book-running manager for the offering. Olshan also advises Ault Global Holdings, an NYSE-listed diversified holding company focused on disruptive technologies. This transaction marks Ault Global Holdings’ first of several potential “carve-out” IPOs for its affiliated companies.
- Represented Anebulo Pharmaceuticals, Inc., a clinical-stage biotechnology company developing novel solutions for people suffering from cannabinoid overdose and substance addiction, in its $21 million initial public offering and listing on The Nasdaq Capital Market under the symbol ANEB. The offering consisted of 3,000,000 shares of Anebulo’s common stock at a price to the public of $7.00 per share. The underwriters also have been granted a 30-day option to purchase up to an additional 450,000 shares of common stock from Anebulo at the initial public offering price, less underwriting discounts and commissions. The Benchmark Company, LLP served as the sole book-running manager for the offering. Anebulo’s lead product candidate, ANEB-001, is intended to reverse the negative effects of cannabinoid overdose within one hour of administration. Clinical trials completed to date have shown that ANEB-001 is rapidly absorbed, well tolerated, and leads to weight loss, an effect that is consistent with central cannabinoid receptor type 1 antagonism. This representation was brought to the firm and introduced to the capital markets team by the firm’s activist & equity investment group, which represents entities controlled by two of the directors of Anebulo Pharmaceuticals.
- Represented FalconStor Software, Inc. (OTCQB: FALC) in connection with an underwritten registered public offering of newly issued shares of its common stock at a public offering price of $4.10 per share. FalconStor is a data protection technology company enabling enterprises to modernize their data backup and archival operations across multiple sites and public clouds. Falconstor intends to use the net proceeds from the offering to expand marketing and distribution of its software products and supporting technology in the United States and abroad, to enhance its ongoing product development programs and to finance potential acquisitions of complementary businesses. Roth Capital Partners acted as the sole manager for the offering. The public offering closed on July 27, 2021.
- Represented Blink Charging Co. (Nasdaq: BLNK), a leading owner, operator and provider of electric vehicle charging equipment and services, and certain selling stockholders including its chairman and chief executive officer, in its $254.6 million public offering. The offering consisted of 5,660,000 shares of common stock sold by Blink and 550,000 shares sold by selling stockholders, including the full exercise of the underwriters’ purchase option, at a price to the public of $41.00 per share, less underwriting discounts and commissions. The proceeds of the offering will be used by Blink to fund electric vehicle charging station deployment and finance the costs of acquiring other businesses and technologies as a part of its growth strategy. Blink has to date deployed more than 23,000 charging stations, many of which are networked with proprietary cloud-based software, enabling electric vehicle drivers to easily locate and charge at any of Blink’s charging stations worldwide. Barclays Capital Inc. acted as the lead book-running manager for the public offering. H.C. Wainwright & Co., Roth Capital Partners, and ThinkEquity acted as co-managers. The public offering was made pursuant to an automatic shelf registration filed with the SEC by Blink Charging, which qualified as a well-known seasoned issuer (WKSI) with a non-affiliate public float in excess of $1 billion, while also uniquely being a non-accelerated smaller reporting company filer.
- Represented Mystic Holdings, Inc. (OTCQX: MSTH) in connection with a “best efforts, minimum-maximum” initial public offering of common stock. The initial closing of the offering, which is being conducted pursuant to Regulation A (known as Regulation A+) of Section 3(6) of the Securities Act under Tier 2, was completed in December 2020 and a second closing occurred in March 2021 for aggregate gross proceeds of approximately $11 million. The offering was extended through June 2021. Mystic Holdings, through its Las Vegas-based subsidiary Qualcan LLC, engages in medical and recreational cannabis cultivation and production and operates retail dispensary operations for high-quality marijuana and marijuana consumer products. The proceeds of the offering are being used to finance the acquisition of additional retail dispensaries and other cannabis-related businesses and for general corporate purposes.
- Represented Advisory Group Equity Services, Ltd. dba RHK Capital, as dealer-manager, in the $19.3 million rights offering by Ampco-Pittsburgh Corp. (NYSE: AP) of units consisting of shares of common stock and series A warrants to its participating stockholders. Ampco-Pittsburgh manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industrial firms around the world. Its shares are traded on the New York Stock Exchange. Richard H. Kreger, senior managing director of RHK Capital, is widely considered by issuers to be “one of the best rights offering bankers around.” The Olshan team has worked with Mr. Kreger on structuring rights offerings since 2015.
- Represented IMAC Holdings, Inc. (Nasdaq: IMAC) in a $19.55 million underwritten follow-on public offering of its shares of common stock, which was completed on April 7, 2021, with the exercise in full of the underwriters’ over-allotment option. IMAC is a provider of innovative medical advancements and care specializing in regenerative and rehabilitation orthopedic treatments without the use of surgery or opioids. It intends to use the net proceeds from the public offering to finance acquisitions of additional medical clinics, among other uses. EF Hutton (formerly Kingswood Capital Markets), a division of Benchmark Investments, Inc. served as the sole book-running manager for the offering.
- Represented Aegis Capital Corp., as sole book-running manager, in the $6.43 million underwritten public offering by Document Security Systems, Inc. (NYSE American: DSS) of 1,028,800 shares of common stock at a public offering price of $6.25 per share. The offering was made pursuant to a “takedown” prospectus supplement from DSS’s effective shelf registration statement. This offering marks Aegis’ fifth financing transaction on behalf of DSS. DSS is a multinational company operating businesses focused on brand protection technology, blockchain security, direct marketing, healthcare, real estate, and securitized digital assets. Its business model is based on a distribution-sharing system in which shareholders will receive shares in its subsidiaries as DSS strategically spins them out into IPOs. DSS intends to use the proceeds of the offering to fund the growth of its new business lines and potential acquisition opportunities, and for general corporate and working capital. The transaction was completed on July 7, 2020.
- Represented Aegis Capital Corp., as sole bookrunner and representative of the several underwriters, in NanoViricides, Inc.’s (NYSE American: NNVC) $8.65 million follow-on equity public offering of 2,875,000 shares of common stock, including the underwriters’ full exercise of their 375,000 over-allotment option. NanoViricides is a leader in the development of highly effective antiviral therapies based on a novel nanomedicines platform. NanoViricides believes this financing provides valuable capital to help the company advance its drug pipeline into human clinical trials. NanoViricides anticipates filing an IND with the US FDA to advance NV-HHV-101 into human clinical trials for topical dermal treatment of the shingles rash as the initial indication.
- Represented Source Capital Group, Inc., a full-service investment banking firm, which served as the dealer-manager in a registered subscription rights offering by Chanticleer Holdings, Inc. (Nasdaq: HOTS), an operator of fast-casual restaurant brands including Hooters and American Burger Company, that closed on September 28, 2015. Pursuant to the rights offering, which was made under Chanticleer’s effective Form S-3 “shelf” registration statement, Chanticleer distributed subscription rights to all of its shareholders of record as of September 4, 2015, entitling them to purchase shares of the company at $1.35 per share, upon exercise of their basic and over-subscription rights, during the ten-day offering period. On September 22, 2015, at the expiration of the offering, Chanticleer accepted subscriptions for 4,479,892 shares, totaling $6,047,855 in cash proceeds. On September 27, 2015, Chanticleer additionally accepted a standby purchase from an affiliate of Source Capital Group for 414,800 shares or $559,980 in cash proceeds. As a result, Chanticleer received aggregate proceeds from the rights offering of $6,607,835. The proceeds are being used for restaurant acquisitions.
- Represented Cemtrex, Inc. (Nasdaq: CETX), a global diversified industrial company, in its acquisition of 7,284,824 shares of common stock and a warrant to purchase an additional 1,500,000 shares of common stock of Vicon Industries, Inc. (NYSE American: VII), a producer of video management systems for use in security, surveillance, safety and communication applications, from former Vicon Industries shareholder NIL Funding Corporation, pursuant to the terms of a Securities Purchase Agreement. Cemtrex’s purchase of the Vicon Industries common stock and warrant resulted in its beneficial ownership of approximately 46% of the outstanding shares of common stock of Vicon Industries. Cemtrex purchased the shares of common stock and warrant of Vicon Industries in exchange for 1,012,625 shares of Cemtrex common stock. Under the Securities Purchase Agreement, Cemtrex agreed to file a registration statement with the Securities and Exchanges Commission and to use its commercially reasonable efforts to cause such registration statement to become effective with respect to the resale of the Cemtrex common stock. Following the closing of the transaction, Saagar Govil, Cemtrex’s Chairman and Chief Executive Officer, and Aron Govil, Cemtrex’s Executive Director, joined the Vicon Industries Board of Directors and Saagar Govil assumed the position of Chief Executive Officer of Vicon Industries.
- Represented longstanding client IZEA, Inc. (Nasdaq: IZEA), the Orlando-based operator of IZEAx®, the premier online marketplace connecting brands and publishers with influential content creators, on two important growth-oriented transactions. On July 26, 2018, served as M&A counsel to IZEA in its acquisition of all of the capital stock of TapInfluence, Inc. from its shareholders including several large venture capital firms. TapInfluence, headquartered in Silicon Valley, operates a SaaS-based online marketplace that enables marketers to access an opt-in network of registered online influencers. Total consideration for the acquisition in cash and IZEA stock was approximately $7.6 million, with payments spread out at closing and dates six and twelve months after closing. The transaction brought together the two leaders in the influencer marketing industry. On June 28, 2018, served as public offering counsel to IZEA in its underwritten registered public offering of shares of common stock on The Nasdaq Capital Market. IZEA raised total gross proceeds of approximately $3.6 million pursuant to a “takedown” from IZEA’s effective shelf registration statement on Form S-3. Craig-Hallum Capital Group LLC acted as the sole managing underwriter for the public offering. The net proceeds of the public offering were earmarked for financing acquisitions as part of the IZEA’s proven growth strategy.
- Represented the National Association of Professional Women (NAPW), one of the largest, most-recognized networking organizations of professional women in the country, in its merger with the Professional Diversity Network, Inc. (Nasdaq: IPDN), a Chicago-based operator of online professional networking communities dedicated to serving diverse professionals and employers seeking to hire diverse talent. Pursuant to the parties’ Merger Agreement entered into in July 2014, and then approved by PDN’s stockholders, NAPW’s sole shareholder, Matthew B. Proman, and senior executive officers, including Star Jones, NAPW’s President and National Spokeswoman, received a total of 6,309,845 shares of PDN common stock at closing, equal to 50% of the PDN’s outstanding shares, and Mr. Proman also received other consideration including cash and a seller note. At closing, the combined companies have a market capitalization of $70.0 million. Following the merger, Matthew B. Proman and Star Jones will join PDN’s Board of Directors, along with NAPW’s director nominees Randi Zuckerberg and Donna Brazile, and Ms. Jones will become PDN’s President and Mr. Proman will become its Executive Vice President and Chief Operating Officer.
- Represented Maxim Group LLC, a leading investment banking firm for middle-market and emerging growth public companies, as the sole book-running manager and lead underwriter of the confidentially marketed public offering of shares of common stock and warrants for Quest Resource Holding Corporation (Nasdaq: QRHC), a Frisco, Texas-based provider of comprehensive recycling and resource management solution and of social media and online data platforms for consumers and businesses concerning proper waste disposal management, valued at $18.0 million. The net proceeds of the offering are being used by Quest Resource to retire debt and for general corporate purposes. The shares of common stock and warrants in the offering were issued pursuant to Quest Resource’s shelf registration statement on Form S-3 and its prospectus supplement filed with the SEC. Maxim Group has a 45-day over-allotment option to purchase $1.4 million
News
Speaking Engagements
Publications
Alerts
Honors & Recognitions
- Consistently named to the New York Metro Super Lawyers list since 2012
Professional
- Editorial Board Member, Capital Markets Law360, 2016-2017
- American Bar Association
- Federal Regulation of Securities Committee
- Small Business Issuers Subcommittee
- Securities Regulation Subcommittee of the Middle Market and Small Business Committee
- Participant, SEC Government-Business Forum on Small Business Capital Formation
- Member of Drafting Committee, Federal Regulation of Securities Committee of the ABA Business Law Section, Response to SEC’s Request for Public Comments on the Crowdfunding Securities Exemption Under Exchange Act Section 12(g)(6)
- New York State Bar Association’s Business Law Section
- Former Member, Advisory Board, Albany Law School’s Center for Law and Innovation
- Former Member, Editorial Board, Journal of Commercial Biotechnology
Blog Posts
Practice Areas
Education
J.D., magna cum laude, State University of New York at Buffalo Law School, 1987
- Senior Editor, Buffalo Law Review
- Recipient, Laidlaw Award for excellence in all areas of business law
B.A., cum laude with honors, Economics, Brandeis University, 1982
Admissions
- New York
