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)
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.
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.
Represented DelMar Pharmaceuticals, Inc. (Nasdaq: DMPI) in connection with a $10 million registered direct offering.
Represented Laidlaw & Company (UK) Ltd., as placement agent, in connection with a registered direct offering for MabVax Therapeutics Holdings, Inc. (Nasdaq: MBVX)
Represented Oppenheimer & Co. Inc., as sole underwriter, in connection with a public offering for VistaGen Therapeutics, Inc. (Nasdaq: VTGN).
Represented Cancer Genetics Inc. (Nasdaq: CGIX) in its $16 million registered direct offering of common stock to Aspire Capital Fund LLC.
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).
Represented Ladenburg Thalmann & Co. Inc., as exclusive underwriter, in connection with a $11.5 million public offering of MicroVision, Inc. (Nasdaq: MVIS).
Represented Oppenheimer & Co. Inc., as underwriter, in a $16.125 million underwritten public offering of Actinium Pharmaceuticals, Inc. (NYSEMKT: ATNM).
Represented Oppenheimer & Co. Inc, as sales agent, in connection with an $8.4 million at-the-market offering for OncoSec Medical Incorporated (Nasdaq: ONCS).
Represented ROTH Capital Partners, LLC, as exclusive underwriter, in connection with a public offering for EnSync, Inc., dba EnSync Energy Systems (NYSEMKT: ESNC).
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).
Represented DelMar Pharmaceuticals, Inc. (Nasdaq: DMPI) in connection with a $9 million public offering.
Represented Laidlaw & Co., as placement agent, in connection with a $7 million private placement for Cooltech Holding Corp.
Represented Matinas BioPharma Holdings, Inc. (NYSEMKT: MTNB) in connection with its $30 million at-the-market offering.
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.
Represented Provention Bio, Inc. in connection with a $28.4 million private placement.
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).
Represented Special Situations Funds, as lead investor, in connection with a $15 million private placement in Ideal Power Inc.
Represented Presbia PLC (Nasdaq: LENS) in connection with a $10.8 million rights offering.
Represented Arch Therapeutics, Inc. (OTCQB: ARTH) in a $6.1 million registered direct offering.
Represented Aytu BioScience, Inc. (OTCQX: AYTU) in a warrant tender offer.
Represented CytoDyn Inc. (OTCQB: CYDY) in a registered direct offering.
Represented Motus GI Holdings, Inc., in connection with its $30 million private placement.
Represented Corbus Pharmaceuticals Holdings, Inc. (Nasdaq: CRBP) in connection with a $27.2 million registered direct offering.
Represented Aegis Capital Corp., as sole underwriter, in connection with a public offering for xG Technology, Inc. (Nasdaq: XGTI).
Represented Matinas BioPharma Holdings, Inc. (NYSEMKT: MTNB) in connection with a $13.5 million warrant tender offer.
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.
Represented Lakeland Bancorp, Inc. in its public offering of $75 million in aggregate principal amount of fixed-to-floating rate subordinated notes.
Represented Lakeland Bancorp, Inc. in the sale of $50 million of its common stock through an at-the-market equity offering.
Represented Oppenheimer & Co. Inc. which acted as the representative for the initial purchasers in Akoustis Technologies, Inc.’s (NASDAQ: AKTS) Rule 144A offering of 6.5% Convertible Senior Secured Notes.
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.
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.
Aetion, Inc. 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.
James O’Grady comments for Forbes on the initial public offering (IPO) by Medallia, which saw its stock price rise 76 percent on its first day of trading. Observing that, on the first day of an IPO, it can be difficult to assess whether the IPO pricing was appropriate, O’Grady says, “A stock trading up early on will typically trigger underwriters exercising their ‘greenshoe,’ or overallotment option, to buy up more shares–additional proceeds that do go to the issuing company, though at the lower (and more dilutive price).”
Steven M. Skolnick is quoted in Law360 discussing the IPO backlog facing the U.S. Securities and Exchange Commission (SEC) following the 35-day government shutdown. Skolnick notes that he is in the process of advising his clients to take advantage of the brief market window within the next few weeks. He notes that some companies will be motivated to close deals by February 14 to avoid the laborious process of updating disclosures of the prior year’s financial statements. (subscription required to access article)
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 (Wealth Daily also quotes Pederson Hintz on this point). She states that direct listings are faster and cheaper than traditional IPOs. (subscription required to access article)
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.
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.
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)
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.