Securities + Corporate Finance

Market conditions and the regulatory landscape continue to evolve on an almost daily basis. As a result, parties to a proposed capital markets transaction need guidance from lawyers with a deep knowledge of the legal and regulatory environment, a keen market sense and a solid grasp of the issues that are important to all stakeholders.

Well versed in the complex issues impacting the corporate finance and securities industry and working in concert within our wider Corporate Group, we possess the knowledge and experience to assist companies in fully realizing their potential.

What We Do

Experienced in representing issuers, underwriters, placement agents, investors, and other clients across a wide spectrum of industries, we have the insight to counsel clients in all aspects of capital markets equity and debt offerings. We structure offerings, prepare and negotiate deal documentation, conduct due diligence, prepare and review offering materials and any public disclosures, and handle Financial Industry Regulatory Authority (FINRA) filings. Our familiarity with various capital markets transactions also enables us to navigate issues related to federal and state securities laws, stock exchanges, the Securities and Exchange Commission (SEC), and FINRA.

Issuer Guidance

For early-stage and other private issuers, we provide guidance on the types and terms of various securities offerings (as well as the offering process), negotiate engagement letters, and prepare offering memoranda, subscriptions, and other agreements. We also introduce issuers to prospective funding sources, including clients of our Investment Management, FinTech, Private Equity, and Banking & Finance Groups.

Issuers in the public securities markets and those ready to enter those markets rely on us to assist with structuring investments; preparing and negotiating engagement letters, term sheets and deal documentation; preparing and filing registration statements, prospectuses, and disclosure documents; navigating the registration process; and completing listing applications with either the New York Stock Exchange, NYSE MKT or NASDAQ.

Pryor Cashman’s securities and corporate finance attorneys also provide legal support for emerging growth companies trading on the over-the-counter markets. We are approved to serve as a Designated Advisor for Disclosure (DAD) and a Principal American Liaison (PAL) to domestic and international companies trading on the OTC Markets Group (OTCQX). For nonpublic clients, we assist in private placements of equity or debt securities, preparing private placement memoranda, subscription agreements, purchase agreements, and related documents, as well as any required state blue sky and other regulatory filings.

In the international arena, our lawyers have assisted numerous foreign issuers in accessing the U.S. capital markets and have supported offerings for international issuers located in Europe (Germany, UK, Ireland), Asia (China, Korea), South America (Brazil, Peru, Colombia, Mexico) and Canada.

Recent matters include our work with:

• Soleus Capital, a healthcare investment firm primarily focused on the innovative areas of life sciences, as the lead investor in a $64M Series D financing of Galecto, Inc., which included a notable group of leading investment firms from the life sciences sector.
• Kingtone Wirelessinfo Solution Holding Ltd. in its $16 million initial public offering (IPO).
• Arcadia Investment Partners LLC in connection with an investment in the Series B Preferred Stock offering of SCI PH Inc., a leading global supplier of rigid package products and services. We also assisted with related tax matters.
• TerraNova Capital Equities, Inc. as placement agent in an $8 million private placement offering for the first ever privately-held Radio Frequency modulation known as Transpositional Modulation.
• Kandi Technologies Group, Inc. (NASDAQ: KNDI), a Chinese designer, developer, and manufacturer of electric vehicle (EV) parts and off-road vehicles, in a $71 million registered direct offering and other financing deals.
• Adhera Therapeutics (f/k/a Marina Biotech, Inc.), an emerging specialty pharmaceutical company that commercializes and delivers effective, patient-centric treatment in chronic care, in numerous offerings and deals.
• Bandier Holdings LLC, a multi-brand retailer of women’s fitness apparel, equipment, and accessories, in its capital raising and financing, strategic partnerships, and business expansion.
• China Green Agriculture, Inc. (NYSE: CGA), producers and distributors of humic acid based liquid compound fertilizer, in a $25 million registered direct public offering and its listing on the NYSE.
• Greenlane Holdings Inc. (NASDAQ:  GNLN), a leading distributor of premium vaporization products and consumption accessories, in their initial public offering which raised $102 million. The IPO is the first of its kind for a U.S. company trading on a major exchange.
• PayGo Energy, Inc., the developer of a revolutionary cookstove solution and distribution system, in connection with various seed, Series A, and Series B private placements to institutional accredited investors that are focused on making investments in entrepreneurial ventures in Africa that promise to provide long-term social impact.
• InterCloud Systems, Inc. in multiple financings, PIPEs, and private placements totaling over $30 million which were used for inventory and working capital.
• Several privately-held China-based companies, in connection with their private placement financing transactions, in addition to counseling such companies on becoming U.S. public companies.
• National Securities Corporation, in its capacity as the sole placement agent for GHN Agrispan Holding Company (OTCBB: GHNA), a China-based prepared foods and catering company, in a PIPE (private placement in public equity) transaction involving the sale of Series A convertible preferred stock and warrants.
• Electronic Cigarettes International Group, Ltd. in multiple financings and financial recapitalizations totaling over $150 million.

Underwriter and Placement Agent Guidance

We routinely represent investment banks in their capacities as either underwriters or placement agents in the context of public offerings, including IPO’s and uplist transactions, as well as private placements.  We frequently assist in the preparation and review of engagement letters between banks and issuers; prepare and negotiate transaction documents for offerings; review registration statements and disclosure documents; conduct due diligence; manage and gain approvals for FINRA compensation filings on behalf of bankers; and work on listing applications with national exchanges, including Nasdaq and the NYSE MKT.

A recent sampling of investment banker representations include our representations of:

• Maxim Group in its capacity as underwriter of:
  • $46 million of common stock of Boxlight Corporation, a leading provider of technology solutions for the global education market; 
  • $9 million of common stock or pre-funded warrants, and warrants of LM Funding America, Inc., a specialty finance company that provides funding to nonprofit community associations primarily located in the state of Florida;
  • $3.5 million of common stock of Yield10 Biosciences, Inc., an agricultural bioscience company that uses its "Trait Factory" and the Camelina oilseed "Fast Field Testing" system to develop high value seed traits for the agriculture and food industries; and
  • $20 million at-the-market offering of Nemaura Medical, Inc., a medical technology company.
• Roth Capital Partners, a full-service investment bank focused on serving emerging growth companies and their investors, in numerous deals, including an:
  • $8 million At-the-Market Facility (as placement agent) of the common stock of Creative Realities, Inc., a company that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises, and organizations throughout the United States and in certain international markets; and
  • $34.3 million of common stock (as underwriter) in the initial public offering (IPO) of Fathom Holdings Inc., a cloud-based, technology-driven platform-as-a-service company operating in the real estate industry.
• Lake Street Capital Markets as the banker in public offerings of an aggregate of $12.5 million of common stock of Achieve Life Sciences, Inc., a clinical-stage pharmaceutical company committed to the global (excluding Central & Eastern Europe plus other territories) development and commercialization of cytisinicline for smoking cessation and nicotine addiction.
• Ladenburg Thalmann as the underwriter of $4 million of units consisting of common stock and warrants of Hancock Jaffe Laboratories, Inc., a medical device company developing tissue based solutions that are designed to be life sustaining or life enhancing for patients with cardiovascular disease, and peripheral arterial and venous disease.
• ThinkEquity LLC in its role as agent in various offerings and private placements.
• Boustead Securities in various IPOs, SPACs, and private placements.
• Ladenburg Thalmann & Co. Inc. as underwriter in numerous public offerings of stock and/or warrants, including those for CombiMatrix Corporation and Achieve Life Sciences.
• Chardan Capital Markets, a global investment bank specializing in healthcare, disruptive technologies, and SPACs, in their capacity as underwriter in the $16.2 million offering of common stock and warrants of StemCells, Inc.
• Aegis Capital Corp. in its capacity as underwriter in connection with a public offering of units encompassing preferred stock, common stock, and warrants of Inpixon (NASDAQ: INPX), an indoor positioning and data analytics company.
• Cowen and Company, a diversified financial services company, as underwriter/investor in various initial public offerings (IPOs) and sales of common stock.

Additional Services

Always up to speed on the latest industry trends, we offer strategic guidance on crowdfunding and new and innovative ways to advertise and promote private placements. We also collaborate closely with our wider Corporate, M&A, and SEC and Corporate Governance teams to provide comprehensive services throughout a company's lifecycle, including our work serving as outside general counsel to numerous entities in a variety of industries.

Working collaboratively with attorneys in our Executive Compensation, ERISA & Employee Benefits Group, we also help public clients design and implement stock repurchase programs, employee stock option plans (ESOPs), and other equity incentive plans.