Practice Areas
Honors
- Spencer has been consistently named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, for securities and capital markets for more than the last ten years.
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
Bar & Court Admissions
- New York
Spencer has more than 30 years of experience practicing corporate and securities law and concentrates his practice in the areas of initial public offerings, follow-on offerings, shelf takedowns, confidentially marketed offerings, registered directs, PIPEs and other private financings, rights offerings, reverse public offerings, and mergers & acquisitions with public companies, with an emphasis on representing computer, Internet, media, life sciences and other technology-driven companies, and the banks, financial institutions and other institutional investors that provide capital to these companies. More recently, he has been involved in several Regulation A+ public offerings, Rule 506(c) publicly-solicited placements and Section 4(a)(6) crowdfunding transactions.
Spencer serves as counsel to a number of emerging technology business ventures, including companies involved in consumer financial technology, social media sponsorships, online video distribution, electric vehicle charging stations, regenerative medical clinics, facial animation software, and biopharmaceutical vaccines and diagnostics.
Spencer previously served as a member of the Board of Directors of Tapinator, Inc., a publicly-traded developer and publisher of category leading apps for mobile platforms.
Spencer was a member of the 2016 and 2017 Capital Markets Law360 editorial advisory board, and was also a 2016 member. He was a member of the editorial board of the Journal of Commercial Biotechnology, a leading international publication for bioscience business professionals, until 2020. He participated as a panelist discussing “Registered Offerings – Post JOBS Act Implementation" and served as the moderator of the Smaller Reporting Companies Breakout Group at the 2015 SEC Government – Business Forum on Small Business Capital Formation, U.S. Securities and Exchange Commission, Washington, D.C., November 19, 2015. He also participated on the panel, "Uplisting to an Exchange: Criteria and Strategies for Emerging Growth Companies," at The Growth Capital Summit 2015: Legal and Regulatory Update on Emerging Growth Company Finance, The National Press Club, Washington, D.C., November 18, 2015.
Spencer is a frequent contributor to the firm’s Securities Law Blog. His recent article on the SEC’s proposal to permit capital-raising activities by unregistered finders was published in the Harvard Law School Forum on Corporate Governance.
Prior to joining Olshan, Spencer was a shareholder at Greenberg Traurig, LLP in its corporate & securities practice for more than 20 years.
Professional & Community Affiliations
- Member, Capital Markets Law360 Editorial Board, 2016-2017
- Member, American Bar Association
- Member, Federal Regulation of Securities Committee
Member, Small Business Issuers Subcommittee
Member, Securities Regulation Subcommittee of the Middle Market and Small Business Committee - Participant, SEC Government-Business Forum on Small Business Capital Formation
- Member, New York State Bar Association’s Business Law Section
- Member, Advisory Board, Albany Law School's Center for Law and Innovation
- 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)
- 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 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 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 Cemtrex, Inc. (NasdaqCM: 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 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 of additional shares and warrants.
Media Mentions/News
- January 12, 2021
- January 5, 2021
- November 5, 2020
- October 28, 2020
- September 23, 2020
- January 28, 2020
- November 15, 2019
- November 1, 2019
- October 18, 2019
- September 12, 2019
- May 17, 2019
- April 30, 2019
- February 19, 2019
- December 20, 2018
- November 8, 2018
- November 1, 2018
- October 9, 2018
- September 19, 2018
- August 24, 2018
- August 24, 2018
- June 5, 2018
- March 30, 2018
- March 2, 2018
- February 26, 2018
- November 1, 2017
- September 20, 2017
- August 30, 2017
- June 13, 2017
- March 15, 2017
- March 2, 2017
- February 7, 2017
- December 30, 2016
- December 30, 2016
- November 1, 2016
- September 21, 2016
- August 3, 2016
- July 1, 2016
- June 2, 2016
- May 3, 2016
- April 26, 2016
- April 25, 2016
- March 6, 2016
- February 19, 2016
- February 11, 2016
- January 29, 2016
- January 27, 2016
- January 21, 2016
- January 11, 2016
- November 21, 2015
- November 21, 2015
- November 2, 2015
- September 30, 2015
- September 16, 2015
- June 19, 2015
- May 27, 2015
- May 19, 2015
- March 4, 2015
- January 30, 2015
- November 3, 2014
- September 30, 2014
- September 24, 2014
- September 24, 2014
- September 23, 2014
- July 14, 2014
- May 21, 2014
- February 24, 2014
- February 10, 2014
- December 2, 2013
- November 19, 2013
- September 26, 2013
- September 13, 2013
- August 9, 2013
Speaking Engagements
- Educational session, "Rights Offerings 2017: Creating Financing and Liquidity Opportunities"February 14, 20172017 Disruptive Growth & Healthcare Conference
- February 11, 2016Convene, 730 Third Avenue, New York City
- Moderator, "Registered Subscription Rights Offerings: The Most Democratic Capital Raising Transaction"February 10, 20162016 Disruptive Growth & Healthcare Conference
- Moderator, "Smaller Reporting Companies Breakout Group"November 19, 20152015 SEC Government – Business Forum on Small Business Capital Formation, U.S. Securities and Exchange Commission, Washington, D.C.
- Panelist, "Registered Offerings – Post JOBS Act Implementation"November 19, 20152015 SEC Government – Business Forum on Small Business Capital Formation, U.S. Securities and Exchange Commission, Washington, D.C.
- Panelist, “Uplisting to an Exchange: Criteria and Strategies for Emerging Growth Companies”November 18, 2015The Growth Capital Summit 2015: Legal and Regulatory Update on Emerging Growth Company Finance, The National Press Club, Washington, D.C.
- Moderator, "Securities Regulation of Smaller Public Companies Breakout Group"November 21, 20132013 SEC Government-Business Forum on Small Business Capital Formation, U.S. Securities and Exchange Commission, Washington D.C.
- Moderator, "Securities Regulation of Smaller Public Companies Breakout Group"November 15, 20122012 SEC Government-Business Forum on Small Business Capital Formation, U.S. Securities and Exchange Commission, Washington, D.C.
- Faculty chair, One Hour Briefing: "Reverse Mergers: New Listing Rules, Same Concerns"January 23, 2012Presented by Practising Law Institute
- Speaker, "Reverse Public Offering Trends 2007," and panelist, "Post-Public Considerations"June 27, 2007The Alternative Public Strategies Conference 2007 presented by Belmont Partners, LLC
- Speaker, "Legal Considerations and Regulatory Requirements"December 12, 2006Alternative Exits: Raising Capital through Alternative Financing presented by IncreMental Advantage
- Panelist, "Legal Considerations and Regulatory Requirements"April 25, 2006Alternate Exits, Reverse Mergers & SPACs presented by The Wall Street Transcript
- Panelist, "Legal Considerations and Regulatory Requirements"September 28, 2005Reverse Mergers/Forward Momentum Conference presented by The Wall Street Transcript
- Panel moderator, Life Science and Healthcare Services Summit 2004: Creating Financing and Strategic OpportunitiesMay 6, 2004
- Panelist, "Private Equity Investing"February 7, 2004New York University Stern School of Business, Executive MBA Program
- VC/CEO Perspectives: Top Technologies and Companies for 2003March 26, 2003co-sponsored by The Daily Deal
- Panelist, "Now That You Have Funding, What Are Your New Responsibilities?"November 19, 2002SmartStart 2002, Albany Law School, Science and Technology Law Center
- Panelist, "Structuring and Documenting M&A Transactions: Legal Considerations"September 25, 2001Mergers and Acquisitions 2001: The Game Has Changed, Center for Professional Excellence
- Structuring and Documenting M&A Transactions from a Legal PerspectiveJune 22, 2001SmartStart 2001: Mergers and Acquisitions: Partnerships for Success, Albany Law School Science and Technology Center
- Information Technology Due Diligence for the New E-conomyNovember 17, 2000Complete Due Diligence: Surviving in the Global Environment of Acquisitions, Strategic Partnerships and Key Supplier Alliance, Executive Enterprise Institute
- Protecting Your Proprietary Information in the Internet AgeOctober 18, 2000SmartStart 2000: Risk Management and Records Management and Retention, Albany Law School Science and Technology Center
- The Latest Marketplace Trends and Their Effect on Corporate Privacy IssuesJune 6, 2000The Internet Privacy Law and Information Institute: Protecting Your Customers, Your Company and Yourself, Fulcrum Information Services
- Bridge Financings: SEC’s View and Future ImpactApril 26, 2000SmartStart 2000: Debt Financings, Albany Law School Science and Technology Center
- How to Develop the Right Business Plan Geared Toward Raising CapitalJanuary 26, 2000SmartStart 2000: Using Legal and Business Savvy to Launch and Grow Your Enterprise, Albany Law School Science and Technology Law Center
Publications
- November 5, 2020Harvard Law School Forum on Corporate Governance
- October 18, 2019Bloomberg Law
- August 29, 2017Securities Regulation Daily - Wolters Kluwer
- July 4, 2016Bloomberg BNA Securities Regulation & Law Report
- April 26, 2016Law360 (Capital Markets and Securities)
- September 2014Securities: Public and Private Offerings
- September 15, 2014Olshan Client Alert
- February 10, 2014Bloomberg BNA Securities Regulation and Law Report
- January 2014Olshan Client Alert
- November 19, 2013Law360
- SEC Issues a Balanced Proposal for Equity-Based Crowdfunding Transactions Over the InternetNovember 2013Olshan Client Alert
- "SEC Lifts Ban on General Solicitation in Certain Private Securities Transactions; Disqualifies 'Bad Actors' from Rule 506 Offerings"July 11, 2013GT Alert
- April 10, 2013Lexology
- "Using a Glossary to Enhance the Prospectus"March 2013Practical Law Company
- "Preferred Stock: A Privileged If Peculiar Class"June 2012The Practical Lawyer
- "Determining Smaller Reporting Company Status and Understanding Key Differences in Its Disclosure and Reporting Requirements"July 2011; updated June 2012Practical Law Company
- "Reshaping The Future For Mergers"November 18, 2011Law360
- "The Re-IPO: An Emerging Strategy for Greater Growth and Enhanced Capital Market Access,"May 2011SEC Insights
- "Back to the Future: The Re-IPO Phenomenon and Five Steps for Greater Growth and Capital Markets Access"February 2011Insights; excerpted as "Take a Second Shot At An Initial Offering" in RR Donnelley Review for Dealmakers, May 2011
- "Preferred Stock - A Privileged, If Peculiar, Class"First Quarter 2011, Aramar Capital Group, LLC and Bryant Park Capital Middle Market Update
- "Preferred Stock: Overview"December 2010Practical Law Company
- "Catching Up with Late Periodic Reports: The Multi-year Comprehensive Form 10-K"May 2010, updated August 2013Practical Law Company; excerpted in SEC Insights, Third Quarter 2010
- "Fighting in the Face of Distress: Undervalued and Cash-Strapped, a Global Industry Wrestles with Its Future"May 2009Scientific American WorldVIEW
- SEC Adopts XBRL Data Tagging Rules for Financial ReportsJanuary 2009GT Alert
- 2007 Year-End Form 10-KSB Disclosure UpdatesMarch 2008GT Alert
- "SEC Eliminates Reg. S-B in Effort to Improve Reporting for Smaller Reporting Companies" First Quarter 2008First Quarter 2008SEC Insights
- SEC Shortens Rule 144 Holding Period, Eliminates Reg. S-B to Improve Capital-Raising and Reporting for Smaller Reporting CompaniesDecember 2007GT Alert
- SEC Permits Streamlined Registration for Primary Offerings by Smaller Exchange-Listed Public CompaniesDecember 1, 2007GT Alert
- "SEC Proposes Important Amendments to Help Smaller Public Companies Raise Capital"SEC Insights, Third Quarter 2007
- "SEC Proposals Will Help Small Companies"September/October 2007Executive Counsel
- 2006 Year-End Form 10-KSB DisclosureFebruary 16, 2007GT Alert
- News Alert for PIPE Investors - SEC Clarifies Position on Shelf Registration Issues Relating to PIPESJanuary 29, 2007Private Funds Weekly Roundup, GT Alert
- PIPE Investors - SEC Evolving Position on Registration Statements for PIPE, Equity Drawdown and Reverse Merger DealsNovember 20, 2006Private Funds Weekly Roundup, GT Alert
- "Issuance of Securities in Bankruptcy Acquisitions"2006Bankruptcy Business Acquisitions, American Bankruptcy Institute, 2nd ed.
- "Case Study: Alternative Route to Going Public"2006Building Biotechnology: Starting, Managing and Understanding Biotechnology Companies by Yali Friedman.
- SEC Announces That It Will Issue New Guidance for Smaller Public Companies on Compliance with Sarbanes-Oxley Section 404May 2006GT Alert
- "The Board's Technology Committee: The Next Wave in Corporate Governance"The Corporate Governance Advisor, July/August 2005; cited in "Technology Committees Catch On in Boardrooms," The Wall Street Journal, June 30, 2005, p. B3 and "More Boards are Setting Up Technology Committees," Corporate Board Member May/June 2006, p. 33
- "Batteries Not Included - The Ascension of the Board-Level Technology Committee"June 20, 2005Practicing Law Institute/Compliance Counselor
- "International E-Commerce: Taming the Global Jungle Out There"2004Capital Growth Interactive's Venture Guide
- "Selling into the Void: International E-Commerce Top Ten List"January 20, 2004Practicing Law Institute/Lawyer's Toolbox
- "Successful Successions"February 2003Bloomberg Wealth Manager
- "SEC-Imposed Disclosure of Computer Security Readiness is Unnecessary"March 2002Insights
- "Alternative Routes to Going Public: The IPO/Reverse Merger Transaction"SEC Insights, SEC Practice Group, First Quarter 2002
- "Y2K Revisited - There's a better approach to cyber-security than new disclosure requirements: Treat the issue as a risk factor in prospectuses and reports where appropriate"January 23, 2002The Daily Deal
- SEC Tightens Rules on Equity Lines of CreditAugust 21, 2001New York Law Journal
- "Is the One in the Hand Really Worth Two in the Office? That Pocket-Sized Device Could be a Security Nightmare"May/June 2001Business Law Today
- Handheld Computers: Keeping Up with Legal and Security IssuesDecember 19, 2000New York Law Journal
- Impact of Technology on Acquisition Confidentiality Agreements: Doing Deals in the Internet AgeNovember 1999Insights
- Are Your Secrets Safe? Acquisition Confidentiality Agreements in the Internet AgeSeptember 1999Profit
- Information Technology Due Diligence and RepresentationsOctober 1998Insights, reprinted in The Best in M&A: Get the Deal Done, Bowne
- Use of Performance (Not Economic) Earn-Outs in Computer Company AcquisitionsAugust 1996Insights, reprinted in The Best in M&A: Get the Deal Done, Bowne
- Use of Performance (Not Economic) Earn-Outs in Computer Company AcquisitionsAugust 1996Insights, reprinted in The Best in M&A: Get the Deal Done, Bowne
- Impact of Computer Technology on Confidentiality AgreementsNovember 21, 1995New York Law Journal
- Software Representations in Acquisition AgreementsSeptember 1, 1994New York Law Journal
- Withholding Confidential Information from Required FilingsMay 20, 1992The Review of Securities & Commodities Regulation
- Partial Summary Judgment as a Solution to Exposure Without RecourseMarch 1987Annual Survey of Bankruptcy Law
Articles & Alerts
- October 2020
- July 2020
- May 2020
- March 2020
- November 2019
- August 2019
- February 28, 2018
- January 22, 2016
- December 17, 2015
- December 2, 2015
- March 2015
- September 15, 2014
- January 2014
Press Releases
- November 5, 2020
- October 28, 2020
- November 1, 2019
- September 12, 2019
- November 1, 2018
- September 17, 2018
- November 1, 2017
- September 20, 2017
- November 1, 2016
- September 21, 2016
- November 2, 2015
- September 16, 2015
- November 3, 2014
- September 23, 2014
- November 1, 2013
- September 16, 2013
- September 13, 2013
COVID-19 Legal Resources
Advertising Law Blog
Securities Law Blog