Securities Law & Capital Markets

Our Corporate/Securities Law practice provides a wide range of services with particular emphasis on transactional capital markets work. A major component of our work consists of representing issuers, underwriters and investors in SEC-registered public offerings and private placements of equity and debt securities, coordinated by our securities law and capital markets group.

For over 50 years, the Firm’s securities law and capital markets attorneys have served the needs of private and publicly held companies, from entrepreneur-led startups to large, multinational corporations. For these clients, we regularly handle initial public offerings (IPOs), secondary and follow-on offerings, registered direct and at-the-market offerings, Regulation A+ and crowdfunding offerings, subscription rights offerings, stock buybacks and tender offers, SPAC offerings, Rule 144A note offerings, PIPEs, traditional and publicly solicited private placements, and venture capital transactions.

As primary legal counsel to many public companies, our securities law and capital markets attorneys also provide management and boards of directors with day-to-day SEC compliance advice, preparation of SEC periodic reports, proxy statements and other filings, and corporate governance guidance under SEC and stock market rules and regulations.

Many of our securities law and capital markets attorneys possess specialized knowledge and experience in select industry sectors, allowing them to better address the needs of certain clients. These specialty areas include technology, biotechnology, financial services, online and in-store retailing, hospitality and alternative energy.

The transactions handled by our securities law and capital markets attorneys often involve not only complex securities and corporate finance issues but also matters involving insider trading compliance, stock trading plans, executive and equity compensation, protection of intellectual property, strategic and tactical acquisitions and divestitures, shareholder activism and proxy contests, corporate restructurings and SEC enforcement and securities litigation, frequently in collaboration with the lawyers from several of the Firm’s other practice groups.

The Firm’s Securities Law Blog, maintained by members of our securities law and capital markets group, provides commentary and news on the latest securities law developments impacting established and emerging growth publicly traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities.

Harley Capital Completes Private Placement of Convertible Preferred Stock for Urica Therapeutics
The Firm advised 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. 

Blink Charging Files Form S-3ASR Registering $250M of Common Stock Pursuant to an ATM Facility
The Firm 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.

Boustead Securities, LLC Underwrites IPO of Securities by Shuttle Pharmaceuticals Holdings, Inc.
The Firm 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 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.

Star Equity Completes $14.25M Common Stock and Warrant Offering
The Firm represented Star Equity Holdings, Inc. (Nasdaq: STRR) in connection with a $14,250,000 registered underwritten public offering. 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.

Ault Disruptive Technologies Closes $115M SPAC IPO
The Firm represented Ault Disruptive Technologies Corporation in its $115 million initial public offering, which is now trading on the NYSE American exchange (NYSE American: ADRT). ADRT is a blank-check special purpose acquisition company (SPAC) 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.

$240M IPO and Reorganization for P10, Inc.
The Firm represented P10, Inc. (NYSE: PX), a leading private markets solutions provider, in its $240 million initial public offering.

Alzamend Neuro Completes $14.4M IPO
The Firm represented Alzamend Neuro, Inc. in a $14.4 million initial public offering (ticker: ALZN). Founded in 2016, Alzamend Neuro is developing products to treat neurodegenerative diseases and psychiatric disorders. Spartan Capital Securities served as sole book-running manager for the offering. Olshan also advises Ault Global Holdings, a 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.

Anebulo Pharmaceuticals Completes $21M IPO
The Firm 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 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.

FalconStor Software Closes Underwritten Follow-On Public Offering
The Firm represented FalconStor Software, Inc. (OTCQB: FALC) in connection with an underwritten registered public offering. FalconStor is a data protection technology company enabling enterprises to modernize their data backup and archival operations across multiple sites and public clouds. Roth Capital Partners acted as the sole manager for the offering.

Blink Charging Raises $255M in Common Stock Off Automatic Shelf Registration
The Firm 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. 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.

Firm Handles Multiple Senior Note Public Offerings for Alleghany Corp. Raising $1.3B
The Firm represented Alleghany Corporation in a series of debt offerings totaling more than $1.5 over several years.  Book-running managers include BMO Capital Markets Corp., Goldman Sachs & Co. LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities LLC and Morgen Stanley.

BitNile Holdings Completes $3.6M Registered Primary Offering
The Firm represented BitNile Holdings, Inc. in a $3.6 million registered primary offering of a new class of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (NYSE American: NILE PRD). Alexander Capital, L.P. acted as the underwriter in the public offering on a firm commitment basis. 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 part of  net proceeds from this offering for the purchase of bitcoin miners.

Mystic Holdings Conducts Multi-Closing Regulation A+ Public Offering
The Firm represented Mystic Holdings, Inc. (OTCQX: MSTH) in connection with a “best efforts, minimum-maximum” initial public offering of common stock. 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, resulted in a aggregate gross proceeds of approximately $11 million.

PLx Pharma Completes $71M Underwritten Public Offering of Common Stock
The Firm represented PLx Pharma Inc., a late-stage specialty pharmaceutical company, in its underwritten registered public offering of shares of common stock, worth approximately $71 million, on the Nasdaq Capital Market. PLx Pharma plans to use the net proceeds from the offering in part to help launch its new and recently FDA approved drug Vazalore, the first-ever liquid-filled aspirin capsule.

RHK Capital Manages Ampco-Pittsburgh’s $19.3M Rights Offering to Stockholders
The Firm 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) 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.

IZEA Worldwide Conducts $40M ATM Offering Sales Program
The Firm 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. We guided IZEA through the closing of its $10.0 million ATM offering sales agreement. With 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.

The Firm had previously represented IZEA as M&A counsel 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. The Firm also served as public offering counsel to IZEA in its underwritten registered public offering 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.

IMAC Holdings Closes Underwritten Follow-On Public Offering with EF Hutton
The Firm represented IMAC Holdings, Inc. (Nasdaq: IMAC) in its initial public offering and in a $19.55 million underwritten follow-on public offering. IMAC is a provider of innovative medical advancements and care specializing in regenerative and rehabilitation orthopedic treatments without the use of surgery or opioids. EF Hutton (formerly Kingswood Capital Markets), division of Benchmark Investments, Inc. served as the sole book-running manager for the follow-on offering.

Legacy Housing Completes $48M IPO
The Firm represented Legacy Housing Corporation in the initial public offering (Nasdaq: LEGH). 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. The offering was made through an underwriting group led by B. Riley FBR, Inc., Oak Ridge Financial and National Securities Corporation.

Assure Holdings Closes $10.5M Institutional Investor Private Placement
The Firm represented The Benchmark Company, LLC as sole placement agent in a brokered $10.5 million private placement of Assure Holdings Corp. (TSXV: IOM, Nasdaq: ARHH), a Colorado-based company that works with neurosurgeons and orthopedic spine surgeons to provide services that support intraoperative neuromonitoring activities during invasive surgeries. Kestrel Merchant Partners LLC acted as the exclusive sponsor of the offering. Significant institutional investors participated in the offering including Delaware-based investment fund Manchester Explorer L.P. and New York-based investment fund Special Situations Private Equity Fund, L.P. and certain related entities.

Overstock.com Digital Rights Offering handled by Source Capital
The Firm 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.com 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.

Aegis Capital Underwrites Shelf Takedown Offering for Document Security Systems
The Firm 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). The offering was made pursuant to a “takedown” prospectus supplement from DSS’s effective shelf registration statement. 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.

Aegis Capital Underwrites Follow-On Public Offering for NanoViricides
The Firm 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. NanoViricides is a leader in the development of antiviral therapies based on a novel nanomedicines platform. 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.

Source Capital Manages Registered Rights Offering for Chanticleer Holdings
The Firm 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. The offering was made under Chanticleer’s Form S-3 “shelf” registration statement. Chanticleer received aggregate proceeds from the rights offering of $6,607,835. The proceeds are being used for restaurant acquisitions.

Maxim Group Raises $19M for Quest Resource in Underwritten Public Offering
The Firm 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 $18 million public offering 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.

Public Offering for Pioneer Power Solutions
The Firm represented Roth Capital Partners and Monarch Capital Group, the underwriters of a public offering for Pioneer Power Solutions, Inc., a manufacturer of specialty electrical transmission and distribution equipment. It will begin trading on The Nasdaq Capital Market under the symbol PPSI.

United Capital’s $101M Self Tender Offer
The Firm represented United Capital Corp. (NYSE American: AFP) in connection with its tender offer to purchase approximately 31% of its outstanding shares at a purchase price that included an approximately 20% premium per share (or an aggregate purchase price of approximately $101 million). In connection with the tender offer, United Capital Corp. also delisted from the NYSE American and deregistered from the reporting obligations of the Securities Exchange Act of 1934.

GAMCO Investors Completes $64.1M “Dutch Auction” Debt Tender Offer
The Firm represented GAMCO Investors, Inc. (NYSE: GBL), an investment advisory company, in connection with its tender offer to purchase for cash its subordinated debentures. The purchase price was determined under a modified “Dutch auction” procedure. The tender offer, upsized from a principal amount of $50 million to the entire principal amount outstanding, resulted in the purchase of $64.1 million of debentures, or approximately 75% of the principal amount outstanding.

Pharmacyclics Closes $57.4M Registered Direct Offering
The Firm represented Pharmacyclics, Inc. (Nasdaq: PCYC), a clinical-stage biopharmaceutical company, in connection with a $57.4 million registered direct offering of its common stock. Pharmacyclics entered into stock purchase agreements with various institutional investors and its CEO for the sale of approximately 6.5 million shares of its common stock at $8.85 per share. Pharmacyclics intended to use the proceeds of the transaction for general corporate purposes, including clinical trials, preclinical research expenses, general and administrative expenses and for working capital. The securities were offered by Pharmacyclics pursuant to an effective shelf registration statement and a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act.

Nathan’s Famous Completes $13.2M “Dutch Auction” Self Tender Offer
The Firm represented hot dog purveyor and restaurant operator Nathan’s Famous, Inc. (Nasdaq: NATH) in its self-tender offer pursuant to which it repurchased 598,959 shares of its common stock, at a purchase price of $22.00 per share, for a total cost of approximately $13.2 million, excluding fees and expenses related to the tender offer. The buyback was conducted through a modified “Dutch auction” that allowed stockholders to tender some or all of their shares at a price within a specified range.

CorMedix Closes $12.5M IPO
The Firm represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in connection with its initial public offering and related listing on NYSE American. CorMedix sold 1,925,000 units at $6.50 per unit.

GlobalOptions Group Completes $19.5M Stock Buyback
The Firm represented GlobalOptions Group, Inc., a national leader in providing outsourced special investigative unit solutions and a wide variety of investigative products and services to insurance carriers, self-insured corporations and third-party administrators, in connection with its tender offer pursuant to which it purchased approximately 54% of its outstanding shares of common stock for $19.5 million.

Golden Nugget Completes Debt Self Tender Offer
The Firm represented Golden Nugget, Inc., a prominent owner and operator of hotels and casinos in Las Vegas, in connection with a tender offer and consent solicitation for its outstanding senior secured notes. In connection with the tender offer, the indenture related to the notes was amended and the underlying collateral was released.

FirstService Closes $70M Public Offering of Convertible Subordinated Debentures
The Firm represented FirstService Corporation (Nasdaq: FSRV), a global diversified leader in the rapidly growing property services sector, providing services in the areas of commercial real estate, residential property management and property services, in connection with its agreement with a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc., and including BMO Capital Markets, CIBC, HSBC Securities (Canada) Inc., RBC Capital Markets, Raymond James Ltd. and PI Financial Corp., pursuant to which the underwriters purchased $70 million principal amount of convertible unsecured subordinated debentures.