Practice Leadership
- Steven M. Skolnick
- Partner
Chair, Capital Markets and Securities Practice
Vice Chair, Transactions & Advisory Group
Practice Leadership
- Steven M. Skolnick
- Partner
Chair, Capital Markets and Securities Practice
Vice Chair, Transactions & Advisory Group
Capital Markets & Securities
Private and public capital markets transactions can play a vital role in funding a company's growth strategy and provide a significant competitive advantage. Accessing the capital markets demands sophisticated legal advisors who are attuned to regulatory and financial markets trends–and who can efficiently negotiate and close the deal.
Our Capital Markets & Securities group works primarily with issuers and underwriters on the full spectrum of offerings, including:
- Initial public offerings (IPOs)
- Follow-on offerings
- Confidentially marketed public offerings (CMPOs)
- Registered directs (RDs)
- Private investments in public equity (PIPE) transactions
- At-the-market offerings (ATMs)
- Convertible equity and debt offerings
- Other financing strategies
Our partners and other senior practitioners are extensively involved in deals from beginning to end, offering a level of engagement that many other firms do not provide.
The group works closely with clients across a broad range of industries and across various stages in their life cycles as emerging growth and public companies. Major investment banks that underwrite offerings appreciate working with our lawyers, who collectively have closed hundreds of deals and are quickly able to identify and address disruptive factors to smooth the path forward. Issuers, especially those launching their IPOs, appreciate how our team provides both legal insight and business-savvy guidance through this complex process. The group's ongoing dialogues with the SEC, Nasdaq, and NYSE American help facilitate solutions if problems arise.
Many of our capital markets lawyers contribute to clients' strategic success through the firm's Transactions & Advisory Group. This collaborative unit offers clients an integrated legal solution for executing transactions and managing the related corporate governance and compliance issues.
EXPERIENCE
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Represented National Securities Corporation, as the sole book-running manager, and ROTH Capital Partners and Craig-Hallum Capital Group, as co-managers, in an initial public offering by Restoration Robotics, Inc. (Nasdaq: HAIR) of approximately $25 million of its common stock.
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Represented DelMar Pharmaceuticals, Inc. (Nasdaq: DMPI) in connection with a $10 million registered direct offering.
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Represented Laidlaw & Company (UK) Ltd., as placement agent, in connection with a registered direct offering for MabVax Therapeutics Holdings, Inc. (Nasdaq: MBVX)
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Represented Oppenheimer & Co. Inc., as sole underwriter, in connection with a public offering for VistaGen Therapeutics, Inc. (Nasdaq: VTGN).
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Represented Cancer Genetics Inc. (Nasdaq: CGIX) in its $16 million registered direct offering of common stock to Aspire Capital Fund LLC.
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Represented Aegis Capital Corp., as placement agent, in connection with a $3.2 million registered direct offering and concurrent private placement of xG Technology, Inc. (Nasdaq: XGTI).
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Represented Ladenburg Thalmann & Co. Inc., as exclusive underwriter, in connection with a $11.5 million public offering of MicroVision, Inc. (Nasdaq: MVIS).
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Represented Oppenheimer & Co. Inc., as underwriter, in a $16.125 million underwritten public offering of Actinium Pharmaceuticals, Inc. (NYSEMKT: ATNM).
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Represented Oppenheimer & Co. Inc, as sales agent, in connection with an $8.4 million at-the-market offering for OncoSec Medical Incorporated (Nasdaq: ONCS).
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Represented ROTH Capital Partners, LLC, as exclusive underwriter, in connection with a public offering for EnSync, Inc., dba EnSync Energy Systems (NYSEMKT: ESNC).
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Represented Rodman & Renshaw, a unit of H.C. Wainwright & Co., as the exclusive placement agent, in connection with a $10 million public offering for EyeGate Pharmaceuticals, Inc. (Nasdaq: EYEG).
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Represented DelMar Pharmaceuticals, Inc. (Nasdaq: DMPI) in connection with a $9 million public offering.
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Represented Laidlaw & Co., as placement agent, in connection with a $7 million private placement for Cooltech Holding Corp.
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Represented Matinas BioPharma Holdings, Inc. (NYSEMKT: MTNB) in connection with its $30 million at-the-market offering.
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Represented Maxim Merchant Capital, a division of Maxim Group LLC, as sole placement agent, in connection with a private offering for Virtual Health Partners, Inc.
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Represented Provention Bio, Inc. in connection with a $28.4 million private placement.
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Represented Maxim Merchant Capital, a division of Maxim Group LLC, as sole placement agent, in connection with a $25 million private offering for Diffusion Pharmaceuticals, Inc. (Nasdaq: DFFN).
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Represented Special Situations Funds, as lead investor, in connection with a $15 million private placement in Ideal Power Inc.
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Represented Presbia PLC (Nasdaq: LENS) in connection with a $10.8 million rights offering.
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Represented Arch Therapeutics, Inc. (OTCQB: ARTH) in a $6.1 million registered direct offering.
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Represented Aytu BioScience, Inc. (OTCQX: AYTU) in a warrant tender offer.
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Represented CytoDyn Inc. (OTCQB: CYDY) in a registered direct offering.
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Represented Motus GI Holdings, Inc., in connection with its $30 million private placement.
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Represented Corbus Pharmaceuticals Holdings, Inc. (Nasdaq: CRBP) in connection with a $27.2 million registered direct offering.
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Represented Aegis Capital Corp., as sole underwriter, in connection with a public offering for xG Technology, Inc. (Nasdaq: XGTI).
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Represented Matinas BioPharma Holdings, Inc. (NYSEMKT: MTNB) in connection with a $13.5 million warrant tender offer.
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Represented Malvern Bancorp, Inc. in its private placement of $25 million in aggregate principal amount of fixed-to-floating rate subordinated notes to certain institutional investors.
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Represented Lakeland Bancorp, Inc. in its public offering of $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes.
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Represented Lakeland Bancorp, Inc. in the sale of $50 million of its common stock through an at-the-market equity offering.
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Represented Oppenheimer & Co. Inc. which acted as the representative for the initial purchasers in Akoustis Technologies, Inc.’s (NASDAQ: AKTS) $15 million Rule 144A offering of 6.5% Convertible Senior Secured Notes.
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Centivo, a new type of self-funded health plan, in its $34 million Series A financing led by Bain Capital Ventures, with additional investments from F-Prime Capital Partners, Maverick Ventures, Bessemer Venture Partners, Ingleside Investors, Rand Capital, Grand Central Tech Ventures, and Oxeon Investments.
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Perch, the marketplace for buying and selling homes, in its $30 million Series A financing led by FirstMark Capital, with Juxtapose and Accomplice also participating in the round.
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Aetion, the software platform company delivering the real-world analytics and evidence needed for biopharma and payers to engage in value-based care, in its $36.4 million Series B financing, in a round led by New Enterprise Associates (NEA) and including, as a new investor, Amgen Ventures, alongside existing investors Flare Capital Partners, Lakestar, and Oxeon Ventures. We previously represented Aetion in is $11.2 million Series A financing led by Flare Capital Partners and joined by Lakestar.
NEWS & INSIGHTS
PUBLICATIONS
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"SEC Adopts Compensation Hedging Disclosure Rule," Capital Markets & Securities Client Alert
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"SEC Approves Changes to Nasdaq Shareholder Approval Rules," Capital Markets & Securities Client Alert
- "Obstacles to IPOs faced by life sciences companies," The Pharma Letter
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"SEC Adopts Amendments to Simplify and Modernize Disclosure Requirements," Capital Markets & Securities Client Alert
- "How Regulation A Updates Could Benefit Smaller Reporting Companies," Corporate Counsel
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"Regulation A Availability for Securities Offerings by Smaller Reporting Companies," Capital Markets & Securities Client Alert
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"What Does 'Reasonable' Mean Under the SEC's New Pay Ratio Disclosure Rules?," Corporate Counsel
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"SEC Proposes Amendments to Regulation S-K, Confidential Treatment Request Procedures," Capital Markets & Securities Client Alert
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"SEC Provides Interpretive Guidance on Pay Ratio Rule," Capital Markets & Securities Client Alert
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"SEC Expands Use of Confidential IPO Filings," Capital Markets & Securities Client Alert
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"Nasdaq Solicits Comments on Shareholder Approval Rules for Private Placements," Capital Markets & Securities Client Alert
- "What Can I Find Out About a Company From Its Website?," Bloomberg Law
- "Are You Prepared for a SEC Website Compliance Review?," IR Website Whitepaper
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"SEC Issues Statement on Conflict Minerals Rule; Not Much Changes," Capital Markets & Securities Client Alert
- "Market Trends: Risk Factors," Lexis Practice Advisor
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"SEC Shortens Settlement Cycle from T+3 to T+2," Capital Markets & Securities Client Alert
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"SEC Proposes Rule to Amend the Definition of "Smaller Reporting Company"," Capital Markets & Securities Client Alert
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"Senate Introduces Bill to Increase Oversight of Activist Investors," Capital Markets & Securities and Investment Management Client Alert
- "The JOBS Act: Improving Access to Capital Markets for Smaller Businesses," Recent Developments in Securities Law
- "Here We Go Again: JOBS Act 2.0," New Jersey Lawyer
PRESS MENTIONS
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January 14, 2019
Valeska Pederson Hintz is quoted in Forbes in which she discusses Slack, a work-messaging tech unicorn, and the company’s plan to forego a traditional initial public offering (IPO) in favor of a direct listing this year. The article describes this as an unconventional move that could encourage other tech unicorn companies to consider a direct listing in lieu of an IPO, though this isn’t likely to become a mainstream trend. Pederson Hintz suggests that large tech unicorns are uniquely positioned to take advantage of a direct listing for their market debut because they are often well-capitalized and have brand recognition. Pederson Hintz states that direct listings are faster and cheaper than traditional IPOs. (subscription required to access article)
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January 2-7, 2019
Lowenstein’s 2019 promotion of seven lawyers to partner and six to counsel (including three women in each category) is noted in Bloomberg Law – Big Law Business. These promotions are also highlighted in LawFuel, The Deal, and the Commerce and Industry Association of New Jersey’s (CIANJ) Business Beat newsletter, with Lesley P. Adamo, Dmitry Andreev, Marc S. Kurzweil, James B. O’Grady, Eileen Overbaugh, Peter Slocum, and Julie Levinson Werner highlighted as newly elected partners and Brandon Fierro, Joseph G. Jones, Robert Lynn, Brianne Perlman, Nedda N. Salehi, and Leah Satlin listed as promoted to counsel. Gary M. Wingens is quoted regarding the critical role these lawyers will play in the firm’s continued success. View Lowenstein’s news announcement about these promotions.
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October 15; November 30, 2018; December 18, 2018
StreetInsider.com, The Deal, citybizlist, The PE Hub Network (October 15, 2018; December 18, 2018), MarketWatch, Law360, Global Legal Chronicle, and Business Wire note Lowenstein Sandler as counsel to Cambium Learning Group, Inc. in its $900 million definitive merger agreement with Veritas Capital. (Lowenstein deal team: Steven E. Siesser, Elisia M. Klinka, Brooke A. Gillar, Michael J. Mueller, Lauren M. Troeller, Bianka V. Barraza, Lowell A. Citron, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Steven M. Skolnick, Kate Basmagian, Scott Siegel, Lesley P. Adamo, Sophia Mokotoff, Darren Goodman, Megan Monson, Katie R. Glynn, David W. Field, Michael A. Kaplan, Eric Jesse, Nicholas G. Mehler, Steven M. Hecht, Sean Collier, Edward J. Hunter, Zarema A. Jaramillo, Andrew David Behlmann, and Gina M. Seong.) (subscription required to access certain content) View Lowenstein’s news announcement about this transaction.
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November 5-12; December 13-19, 2018
MarketWatch, GlobeNewswire, TenLinks, StreetInsider.com, Yahoo! Finance, Digital Engineering, Global Legal Chronicle, and Crain's Detroit Business note Lowenstein Sandler as counsel to Altair Engineering Inc. (Nasdaq: ALTR) in its $176 million acquisition of Datawatch Corporation (Nasdaq: DWCH). (Lowenstein deal team: Peter H. Ehrenberg, Michael J. Mueller, Elizabeth A. Mandle, Justin Gindi, Colin J. Kirby, Valeska Pederson Hintz, Kate Basmagian, Lauren E. Killeen, Darren Goodman, Megan Monson, Brian A. Silikovitz, Sophia Mokotoff, Mark P. Kesslen, Manali Joglekar, Leah Satlin, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Lynda A. Bennett, Eric Jesse, Lowell A. Citron, Lauren M. Troeller, and Erica Perlmutter.) View Lowenstein’s news announcement about this transaction.
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December 12, 2018
The PE Hub Network, The Deal, and Law360 note Lowenstein Sandler as lead counsel to Cerberus Capital Management, L.P. in its acquisition of Sparton Corporation (NYSE: SPA). (Lowenstein deal team: Marita A. Makinen, Robert G. Minion, Jeffrey Blumenfeld, Mary J. Hildebrand, Nicholas G. Mehler, Christine Osvald-Mruz, Matt Savare, Jeffrey M. Shapiro, James C. Shehan, Michael Walutes, Jack Sidorov, Norman W. Spindel, Stuart S. Yusem, Manali Joglekar, Sabrina Cua, Allison Gabala, Megan Monson, Alex H. Rosenthal, Bryan Sterba, Matthew Tippy, Lauren E. Killeen, and Lauren M. Troeller.) (subscription required to view certain content) View Lowenstein’s news announcement about this transaction.
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November 30 - December 3, 2018
Business Wire, MarketWatch, Pharmaceutical Business Review, Cosmetics Technology, ABF Journal, Cision PR Newswire, and the Tullahoma News note Lowenstein Sandler as counsel to Crown Laboratories, Inc. (Crown Laboratories) and Hildred Capital Partners, LLC in Crown Laboratories’ acquisition of the North American distribution rights of five OTC consumer brands from GlaxoSmithKline plc (NYSE: GSK). (Lowenstein deal team: Herschel S. Weinstein, Sam E. Khan, Mitchell McDonald, Sunita Patel, James C. Shehan, Matthew P. Hintz, Sofia Kopelevich, Michael A. Buxbaum, Nicholas Gonski, Matthew Tippy, Jeffrey M. Shapiro, and Jack Sidorov. View Lowenstein’s news announcement about this transaction.
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September 5, 2018
In an article noting that Massachusetts-based companies accounted for nearly half of all 2017 biotech industry investments, BioPharma-Reporter reprints a quote from Steven M. Skolnick, who stated in the publication’s August 20, 2018, article that a strong market and economy have been drivers behind investments and M&A activity, leading to a large number of successful biotech IPOs.
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August 20, 2018
Steven M. Skolnick is extensively quoted in BioPharma-Reporter regarding potentially record-breaking numbers in biotech initial public offerings in 2018. Skolnick notes the strong market and economy are drivers behind investments and M&A activity, leading to a large number of successful biotech IPOs. While the first half of 2018 started off strong, Skolnick cautions that the political climate and normal market indicators may cause volatility in the latter half of the year.
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June 4, 2018
4-traders.com and StreetInsider.com note Lowenstein Sandler as legal co-counsel with Gracin & Marlow, LLP to Aravive Biologics, Inc. in connection with its merger with a wholly owned subsidiary of Versartis, Inc. in an all-stock transaction. (Lowenstein deal team: Alan Wovsaniker and Andrew E. Graw.)
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April 13, 2018
American Banker quotes Laura R. Kuntz regarding how the Federal Reserve Board’s relatively modest proposed changes to capital requirements for banks may prompt larger financial institutions to express frustration that regulatory rollbacks have not been more aggressive. (subscription required to access article)
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February 14, 2018
Steven M. Skolnick and Michael Lerner are highlighted in Law360 regarding their representation of Motus GI Holdings, Inc. and its successful IPO.
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February 24, 2015
John D. Hogoboom comments on early 2015 market dynamics in The Deal Pipeline.
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February 10, 2015
John D. Hogoboom comments on the recent surge in life science offerings in The DealFlow Report.
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January 20, 2015
John D. Hogoboom comments on the 2015 capital markets outlook for small-cap companies in The DealFlow Report.
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January 13, 2015
John D. Hogoboom comments on the PIPE market in The Daily Deal.
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November 4, 2014
John D. Hogoboom discusses the rationale for anti-shorting covenants in PIPE investments in The Deal Pipeline.
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October 28, 2014
John D. Hogoboom comments in The Deal Pipeline on the current environment for life sciences IPOs.
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October 28, 2014
John D. Hogoboom comments in The Deal Pipeline on novel investor litigation claiming warrant adjustment.
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October 23, 2014
John D. Hogoboom is quoted in The Deal Pipeline in connection with dispute between Hudson Bay Capital Management LP and Worlds Inc. over the patent monetization company's refusal to lower the price of warrants issued last year in a private placement of convertible debt.
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September 9, 2014
John D. Hogoboom comments on the current state of the market for life science IPOs in The Deal Pipeline's DealFlow Report.
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July 11, 2014
In The Deal Pipeline, John D. Hogoboom comments on market dynamics affecting offerings by life science companies.
SPEAKING ENGAGEMENTS
- 7th Annual ROTH Deer Valley Corporate Access Event, ROTH Capital Partners, Park City, UT, December 5-9, 2018
- 11th Annual LD Micro Main Event, LD Micro, Los Angeles, California, December 4 -6, 2018
- Residential Mortgage-Backed Securities Litigation Update: Analysis and Perspective on the Current State of Play, ABA Business Law Section Annual Meeting, Austin, TX, September 13, 2018