Sichenzia Ross Ference LLP Represents The Power 1 Energy Company In a Sale of $3.5 Million of Series A Preferred Stock

Press Release – New York, NY – July 21, 2023 – Sichenzia Ross Ference LLP announced today that it represented The Power Energy 1 Company (the “Company”), a premier seller and supplier of energy in the deregulated energy industry, in the sale of $3,500,000 of Series A Preferred Stock to a single investor. 

The Sichenzia Ross Ference LLP team was led by partner Arthur Marcus and associate Jack Fattal. 

CMF Represents Spartan Capital Securities, LLC In $1.869 Million Public Offering Of 1847 Holdings LLC (NYSE: EFSH)

NEW YORK, NY / July 7, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that is has represented Spartan Capital Securities, LLC in public offering of 1847 Holdings LLC (“1847” or the “Company”) (NYSE American: EFSH), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, in its public offering of securities for gross proceeds of approximately $1.869 million, prior to deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, which could include working capital to support the growth of the Company’s subsidiaries.

The public offering was comprised of 9,345,000 shares of common shares and/or pre-funded warrants in lieu of shares, priced at a public offering price of $0.20 for one common share or pre-funded warrant. The pre-funded warrants are issuable to purchasers in lieu of common shares that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common shares, if any such purchaser so chooses. Each pre-funded warrant is exercisable at any time to purchase one common share at an exercise price of $0.01 per share.

Spartan Capital Securities, LLC acted as the exclusive placement agent in the offering as bookrunner for this offering. Bevilacqua PLLC represented the Company, and Carmel, Milazzo & Feil LLP represented Spartan Capital Securities, LLC.

The Securities and Exchange Commission (“SEC”) declared effective a registration statement on Form S-1 relating to these securities on July 3, 2023. A final prospectus relating to and describing the terms of the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. The offering was made only by means of a prospectus, copies of which may be obtained, when available, from: Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006, at (212) 293-0123.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 1847 Holdings LLC

1847 Holdings LLC (NYSE American: EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings’ investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as “solid” for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings’ ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.

For the latest insights, follow 1847 on Twitter.

Forward-Looking Statements This press release may contain information about 1847 Holdings’ view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management’s beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in “Risk Factors” included in our SEC filings.

CMF Represents Siyata Mobile Inc. (Nasdaq: SYTA) In $2.3 Million Registered Direct Offering

New York, NY / July 11, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Siyata Mobile Inc. (NASDAQ:SYTA)(NASDAQ:SYTAW) (“Siyata” or the “Company”), a global vendor of Push-to-Talk over Cellular (PoC) devices and cellular signal booster systems, in a securities purchase agreement with certain institutional investors to purchase 51,450,000 common shares at a purchase price of $0.045 per share in a registered direct offering (the “Offering”). The gross proceeds of the Offering to the Company, before deducing placement agent fees and commissions and other offering expenses, are expected to be approximately $2.3 million.

The closing of the Offering is expected to occur on or about July 13, 2023, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The common shares are being offered by the Company pursuant to an effective shelf registration statement on Form F-3, as amended (File No. 333-265998) that was filed with the SEC on July 1, 2022, amended on July 11, 2022, and was declared effective on July 18, 2022. The Offering of the common shares will be made only by means of a prospectus supplement that forms part of the registration statement. A prospectus supplement relating to the common shares will be filed by Siyata with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Siyata Mobile

Siyata Mobile Inc. is a B2B global vendor of next-generation Push-To-Talk over Cellular devices, cellular booster systems, and video monitoring solutions. Its portfolio of in-vehicle and rugged devices enables first responders and enterprise workers to instantly communicate, over a nationwide cellular network of choice, to increase situational awareness and save lives.

Its portfolio of enterprise-grade and consumer cellular booster systems enables first responders and enterprise workers to amplify cellular signals in remote areas, inside structural buildings where signals are weak, and within vehicles for the maximum cellular signal strength possible.

For its video monitoring system, Siyata integrates software that we license with off-the-shelf hardware providing our customers with an integrated advanced camera system for management and visual monitoring of their fleet vehicles.

Siyata’s common shares trade on the Nasdaq under the symbol “SYTA,” and its previously issued warrants trade on the Nasdaq under the symbol “SYTAW.”

Visit siyatamobile.com and unidencellular.com to learn more.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Siyata’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Siyata could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Siyata’s filings with the Securities and Exchange Commission (“SEC”), and in any subsequent filings with the SEC. Except as otherwise required by law, Siyata undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

CMF Represents 60 Degrees Pharmaceuticals, Inc. (Nasdaq: SXTP) In Its $7.5 Million Initial Public Offering On Nasdaq

New York, NY July 12, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented  60 Degrees Pharmaceuticals, Inc., (NASDAQ: SXTP; SXTPW) (“60P” or the “Company”), specialists in developing and marketing medicines for infectious diseases, in its initial public offering of 1,415,095 units (each, a “Unit,” collectively, the “Units”) at a price of $5.30 per Unit for a total of approximately $7.5 million of gross proceeds to the Company. Each Unit is comprised of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $6.095 per share, and one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $6.36.

The shares and Tradeable Warrants are expected to begin trading on the Nasdaq Capital Market on July 12, 2023, under the symbols “SXTP” and “SXTPW,” respectively. The offering is expected to close on or about July 14, 2023, subject to customary closing conditions.

The underwriters have been granted an option, exercisable within 45 days after the closing of this offering, to purchase shares of the Company’s common stock at a price of $5.28 per share and/or Tradeable Warrants at a price of $0.01 per Tradeable Warrant, and/or Non-tradeable Warrants at $0.01 per Non-tradeable Warrant, or any combination of additional shares of common stock and Warrants representing, in the aggregate, up to 15% of the number of Units sold in this offering, in all cases less the underwriting discount.

WallachBeth Capital LLC is the Sole Bookrunner for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from WallachBeth Capital, LLC, via email: cap-mkts@wallachbeth.com, or by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA. In addition, a copy of the final prospectus, when available, relating to the offering may be obtained via the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

A registration statement on Form S-1, as amended (File No. 333-269483), relating to these securities was filed with the SEC and was declared effective on July 11, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 60 Degrees Pharmaceuticals, Inc.

60 Degrees Pharmaceuticals, Inc., founded in 2010, specializes in developing and marketing new medicines for the treatment and prevention of infectious diseases that affect the lives of millions of people. 60P successfully achieved FDA approval of its lead product, ARAKODA® (tafenoquine), for malaria prevention, in 2018. 60P also collaborates with prominent research organizations in the U.S., Australia and Singapore. 60P’s mission has been supported through in-kind funding from the United States Department of Defense and private investment from Knight Therapeutics Inc., a Canadian-based pan-American specialty pharmaceutical company. 60P is headquartered in Washington D.C., with a majority-owned subsidiary in Australia. Learn more at www.60degreespharma.com.

Forward-Looking Statements

The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The statements expressed herein are those only of 60P.

Forward-looking terminology, such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof, or other variations thereon or comparable terminology, may discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition, and other similar matters. However, we are not able to predict accurately or control these matters. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

CMF Represents Spartan Capital Securities, LLC In $2.5 Million Registered Direct Offering Of 1847 Holdings LLC (NYSE American: EFSH)

NEW YORK, NY / July 14, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Spartan Capital Securities, LLC, as placement agent in the registered direct offering of 1847 Holdings LLC (NYSE American: EFSH) (“1847 Holdings” or the “Company”), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, in a securities purchase agreement with certain institutional investors to purchase an aggregate of 10,416,667 shares and/or pre-funded warrants to purchase common shares of the Company, at a purchase price of $0.24 per share and/or pre-funded warrant in a registered direct offering (the “Offering”). The gross proceeds of the Offering to the Company, before deducing placement agent fees and commissions and other offering expenses, are expected to be approximately $2.5 million.

The closing of the Offering is expected to occur on or about July 18, 2023, subject to the satisfaction of customary closing conditions.

Spartan Capital Securities, LLC is acting as the sole placement agent in connection with the offering.

The common shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, as amended (File No. 333-269509) that was filed with the SEC on February 1, 2023, and was declared effective on February 13, 2023. The Offering of the common shares will be made only by means of a prospectus supplement that forms part of the registration statement. A prospectus supplement relating to the common shares will be filed by 1847 Holdings with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006 or telephone at (877) 772-7818.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 1847 Holdings

1847 Holdings LLC (NYSE American:EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings’ investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as “solid” for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings’ ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: EFSH@crescendo-ir.com

Forward Looking Statements

This press release may contain information about 1847 Holdings’ view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management’s beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in “Risk Factors” included in our SEC filings.

CMF Represents Thinkequity In $5 Million Public Offering Of Cel-Sci Corporation (NYSE: CVM)

New York, NY, July 18, 2023–Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented ThinkEquity in the public offering of CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a Phase 3 cancer immunotherapy company, an underwritten public offering of 2,500,000 shares of its common stock at a public offering price of $2.00 per share, for gross proceeds of $5,000,000, before deducting underwriting discounts, and offering expenses. All of the shares of common stock are being offered by the Company. The offering is expected to close on July 20, 2023, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering to fund the continued development of Multikine* and for general corporate purposes.

ThinkEquity is acting as sole book-running manager for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-265995), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2022 and declared effective on July 15, 2022. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company’s lead investigational therapy Multikine completed a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “intends,” “believes,” “anticipated,” “plans” and “expects,” and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such statements include, but are not limited to, statements about the offering. Factors that could cause or contribute to such differences include an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company’s potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI’s filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2022. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company’s future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

CMF Represents Janover Inc. In $5.65 Million Initial Public Offering And Nasdaq Listing

New York, NY, July 24, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Janover Inc. (Nasdaq:  JNVR) (“Janover” or the “Company”), a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, in the pricing of its initial public offering of 1,412,500 shares of common stock at a public offering price of $4.00 per share for aggregate gross proceeds of approximately $5.65 million, prior to deducting underwriting discounts, commissions, and other offering expenses. 

In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 211,875 shares of common stock at the initial public offering price, less underwriting discounts and commissions to cover over-allotments, if any. The offering is expected to close on July 27, 2023, subject to customary closing conditions.

In connection with the offering, Janover has received approval to list its shares of common stock on the Nasdaq Capital Market, with the shares expected to begin trading on July 25, 2023 under the symbol “JNVR”. 

Janover expects to use the net proceeds from the offering primarily to fund the development of new products and improvements to existing products; expand sales and marketing capabilities; and for general corporate purposes, including capital expenditures and working capital.

Spartan Capital Securities, LLC and R.F. Lafferty & Co., Inc. are acting as joint book-running managers for the offering.

A registration statement on Form S-1, as amended (File No. 333-267907), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on July 24, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Spartan Capital Securities, LLC, 45 Broadway, New York, NY 10006, or by telephone at (877) 772-7818.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Janover Inc.

Janover is a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch. The Company seeks to revolutionize the commercial real estate lending market by making it hyper-efficient, transparent, and accessible to all rather than the few.  Through the Company’s online platform, it provides technology that connects commercial mortgage borrowers looking for capital to refinance, build, or purchase commercial property, including, but not limited to, apartment buildings, to commercial property lenders. Borrowers include, but are not limited to, owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners, which Janover believes represents a significant growth opportunity. Lenders include small banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders, SBA lenders, and more. Additional information about the Company is available at: https://janover.co/.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations. These forward-looking statements include, without limitation, references to the Company’s expectations regarding the closing of the public offering and its anticipated use of net proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering, or factors that result in changes to the Company’s anticipated use of proceeds. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors” in the Company’s Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-267907). Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Sichenzia Ross Ference LLP Represents ShiftPixy, Inc. in $3.1 Million Public Offering 

Press Release – New York, NY – July 17, 2023–Sichenzia Ross Ference LLP announced today that it represented ShiftPixy, Inc. (NASDAQ: PIXY), a Miami-based disruptive worker engagement and management platform, in a $3.1 million public offering. The offering consisted of 1,166,667 shares of common stock, pre-funded warrants to purchase up to 900,000 shares of common stock, and common warrants to purchase up to 2,066,667 shares of common stock. The public offering price was $1.50 per share and accompanying common warrant, or $1.4999 per pre-funded warrant and accompanying common warrant. The company received gross proceeds of approximately $3.1 million, before deducting the placement agent’s fees and other offering expenses. A.G.P./Alliance Global Partners acted as placement agent in connection with the offering. The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Jeff Cahlon.

Sichenzia Ross Ference LLP Represents Cyngn Inc. in its $8,773,970 At-The-Market Offering Facility 

Press Release – New York, NY – July 7, 2023 – Sichenzia Ross Ference LLP announced today that it represented Cyngn Inc. (Nasdaq: CYN), a developer of AI-powered autonomous driving solutions for industrial applications, in a $8,773,970 At-The-Market offering facility (the “ATM”) .

The shares were registered on Cyngn’s Registration Statement on Form S-3 (File No. 333-271567) filed with the Securities and Exchange Commission on May 31, 2023. Virtu Americas LLC acted as agent for the ATM.  

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Marcelle Balcombe and senior paralegal Raquel Vazquez. 

 Sichenzia Ross Ference LLP Represents Verb Technology Company, Inc. in its $6.5M Sale of its Direct Sales Business Assets  

Press Release – New York, NY – July 5, 2023 – Sichenzia Ross Ference LLP announced today that it represented Verb Technology Company, Inc. (Nasdaq: VERB), a leader in interactive video-based sales-enablement applications, in the execution of an asset purchase agreement with Scaleworks, Inc., a San Antonio, TX-based B2B software private equity fund, and the simultaneous close of the sale of all assets that comprised its direct sales and life sciences software-as-a-service applications, including its customer relationship management (CRM), learning management system (LMS) and live selling software applications.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Marcelle Balcombe, Glenn Burlingame and senior paralegal Raquel Vazquez. 

Sichenzia Ross Ference LLP Represents A.G.P. / Alliance Global Partners in the $57.5 Million Initial Public Offering of Bukit Jalil Global Acquisition 1 Ltd. 

Press Release – New York, NY – June 30, 2023 – Sichenzia Ross Ference LLP announced today that it represented A.G.P. / Alliance Global Partners in the $57.5 million initial public offering of Bukit Jalil Global Acquisition 1 Ltd., a blank check company. The offering consisted of 5,750,000 units at a price of $10.00 per unit. Each unit consists of one ordinary share, one-half of one redeemable warrant, and one right to receive one-tenth of one ordinary share. Each whole redeemable warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share. The units are traded on The Nasdaq Capital Market under the ticker symbol “BUJAU.”

The Sichenzia Ross Ference LLP team was led by partners David Manno, Huan Lou, and associates Martryn Mak and Mayank Pradhan.

CMF Represents Tenon Medical, Inc. In $5.6 Million Public Offering

New York, NY / June 14, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Tenon Medical, Inc. (“Tenon” or the “Company”) (NASDAQ:TNON), a company transforming care for patients suffering with certain sacroiliac joint disorders, in the pricing of its public offering of 10,000,000 units, with each unit consisting of one share of common stock and two warrants, each warrant to purchase one share of common stock. Each unit is being sold at a public offering price of $0.56. The warrants in the units will be immediately exercisable at a price of $0.56 per share and will expire five years from the date of issuance. The shares of common stock and warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.

Gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $5.6 million.

The warrants are expected to begin trading on the Nasdaq Capital Market on June 15, 2023, under the symbol “TNONW”. The offering is expected to close on June 16, 2023, subject to customary closing conditions.

Maxim Group LLC is acting as sole placement agent in connection with this offering.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-272488), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 13, 2023. The offering is being made only by means of a prospectus which is a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Tenon Medical, Inc.

Tenon Medical, Inc., a medical device company formed in 2012, has developed The Catamaran™ SI Joint Fusion System that offers a novel, less invasive approach to the SI joint using a single, robust titanium implant. The system features the Catamaran™ Fixation Device which passes through both the axial and sagittal planes of the ilium and sacrum, stabilizing and transfixing the SI joint along its longitudinal axis. The angle and trajectory of the Catamaran surgical approach is also designed to provide a pathway away from critical neural and vascular structures and into the strongest cortical bone. Tenon is underway with a national launch of this system to address the greatly underserved market opportunity that exists in this space. For more information, please visit www.tenonmed.com.

The Tenon Medical logo and Tenon Medical, are registered trademarks of Tenon Medical, Inc. Catamaran is a trademark of Tenon Medical, Inc.

Safe Harbor

This press release contains “forward-looking statements,” which are statements related to events, results, activities or developments that Tenon expects, believes or anticipates will or may occur in the future. Forward-looking often contain words such as “intends,” “estimates,” “anticipates,” “hopes,” “projects,” “plans,” “expects,” “seek,” “believes,” “see,” “should,” “will,” “would,” “target,” and similar expressions and the negative versions thereof. Such statements are based on Tenon’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s ability to complete the offering, the expected date the Company’s warrants will begin trading and expected use of proceeds. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review our Registration Statement on Form S-1 on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled “Risk Factors”. We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

CMF Represents Applied Uv, Inc. (Nasdaq: AUVI) In $5.2 Million Public Offering

New York, NY, June 16, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Applied UV, Inc. (Nasdaq: AUVI) (“Applied UV” or the “Company”), a global leading provider of advanced food security and air and surface disinfection technology, in its underwritten public offering of 5.0 million shares of common stock (the “Common Stock”) and pre-funded warrants at a public offering price of $1.00 per share (less $0.001 in exercise price per pre-funded warrant), for aggregate gross proceeds of approximately $5.0 million, prior to deducting underwriting discounts and other offering expenses.

In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 750,000 shares of Common Stock at the public offering price per share, less the underwriting discounts and expenses, to cover over-allotments, if any. The Company expects to use the net proceeds of this offering for general corporate purposes, including new investments.

Aegis Capital Corp. is acting as the sole book-running manager for the Offering.

The Offering was made pursuant to an effective registration statement on Form S-1 (No. 333-271605) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on June 15, 2023. A preliminary prospectus (the “Preliminary Prospectus”) describing the terms of the proposed offering was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the Preliminary Prospectus may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the registration statement and the Preliminary Prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such registration statement and the Preliminary Prospectus, which provide more information about the Company and the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Applied UV

Applied UV, Inc. (“AUVI”) provides proprietary surface and air pathogen elimination and disinfection technology focused on Improving indoor air quality, specialty LED lighting and luxury mirrors and commercial furnishings, all of which serve clients globally in both the commercial and retail segments. For information on Applied UV, Inc., and its subsidiaries, please visit https://www.applieduvinc.com.

Forward-Looking Statements

The information contained herein may contain “forward‐looking statements.” Forward‐looking statements reflect the current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward‐looking statements. Such statements include, but are not limited to, statements contained in this press release relating to the view of management of Applied UV concerning its business strategy, future operating results and liquidity and capital resources outlook. Forward‐looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. In this news release, such forward-looking statements include statements regarding the anticipated use of proceeds from the offering. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward‐looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward‐looking statements. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward‐looking statements. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

CMF Represents Toughbuilt Industries (Nasdaq: TBLT) In $4.5 Million Public Offering

New York, NY — June 21, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) (NASDAQ: TBLT; TBLTW), in the pricing of a public offering of 10,975,611 shares of its common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 10,975,611 shares of its common stock at an offering price to the public of $0.41 per share (or pre-funded warrant) and associated warrant. The warrants will have an exercise price of $0.29 per share, are exercisable upon issuance, and will expire five years following the date of issuance. The closing of the offering is expected to occur on or about June 23, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be $4.5 million, before deducting the placement agent’s fees and other offering expenses payable by ToughBuilt. The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital.

A registration statement on Form S-1 (File No. 333-271181) relating to these securities has been filed with the Securities and Exchange Commission, or the SEC, and was declared effective by the SEC on June 21, 2023. The offering will be made only by means of a prospectus, which is part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. When available, electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

ABOUT TOUGHBUILT INDUSTRIES, INC.

ToughBuilt is an advanced product design, manufacturer, and distributor with emphasis on innovative products, currently focused on tools and other accessories for the professional and do-it-yourself construction industries. We market and distribute various home improvement and construction product lines for both the do-it-yourself and professional markets under the TOUGHBUILT brand name, within the global multibillion dollar per year tool market industry. All of our products are designed by our in-house design team. Since launching product sales in 2013, we have experienced significant annual sales growth. Our current product line includes three major categories, with several additional categories in various stages of development, consisting of Soft Goods & Kneepads and Sawhorses & Work Products. Our mission is to provide products to the building and home improvement communities that are innovative, of superior quality derived in part from enlightened creativity for our end users while enhancing performance, improving well-being and building high brand loyalty. Additional information about the Company is available at: https://www.toughbuilt.com/.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements.” Such statements include, but are not limited to, statements regarding the intended use of proceeds from offering and statements concerning the anticipated closing and closing date of the offering and may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) the impact of the worldwide COVID-19 pandemic and government actions, on our business, (ii) supply chain disruptions, (iii) market acceptance of our existing and new products, (iv) delays in bringing products to key markets, (v) an inability to secure regulatory approvals for the ability to sell our products in certain markets, (vi) intense competition in the industry from much larger, multinational companies, (vii) product liability claims, (viii) product malfunctions, (ix) our limited manufacturing capabilities and reliance on subcontractors for assistance, (x) our efforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain, (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction, (xiv) the consummation of the offering, (xv) our satisfaction of the closing conditions in this offering and our use of the net proceeds in this offering, and (xvi) market and other conditions. More detailed information about the Company and the risk factors that may affect the realization of forward looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise, except as required by law.

CMF Represents Titan Partners Group In $2.6 Million Registered Direct Offering Of Biocardia, Inc. (Nasdaq: BCDA)

CMF Represents Siyata Mobile Inc. (Nasdaq: SYTA) In $2.25 Million Public Offering

New York, NY / ACCESSWIRE / June 27, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Siyata Mobile Inc. (NASDAQ:SYTA)(NASDAQ:SYTAW) (“Siyata” or the “Company”), a global vendor of Push-to-Talk over Cellular (PoC) devices and cellular signal booster systems, in the pricing of a public offering of 50,000,000 common shares at a public offering price of $0.045 per share. The gross proceeds of the offering to the Company, before deducing placement agent fees and commissions and other offering expenses, are expected to be approximately $2.25 million.

The offering is expected to close on or about June 28, 2023, subject to customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The offering is being conducted pursuant to the Company’s registration statement on Form F-1, as amended, (File No. 333-272512) previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”) on June 26, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Siyata Mobile

Siyata Mobile Inc. is a B2B global vendor of next-generation Push-To-Talk over Cellular devices, cellular booster systems, and video monitoring solutions. Its portfolio of in-vehicle and rugged devices enables first responders and enterprise workers to instantly communicate, over a nationwide cellular network of choice, to increase situational awareness and save lives.

Its portfolio of enterprise-grade and consumer cellular booster systems enables first responders and enterprise workers to amplify cellular signals in remote areas, inside structural buildings where signals are weak, and within vehicles for the maximum cellular signal strength possible.

For its video monitoring system, Siyata integrates software that we license with off-the-shelf hardware providing our customers with an integrated advanced camera system for management and visual monitoring of their fleet vehicles.

Siyata’s common shares trade on the Nasdaq under the symbol “SYTA,” and its previously issued warrants trade on the Nasdaq under the symbol “SYTAW.”

Visit siyatamobile.com and unidencellular.com to learn more.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Siyata’s current expectations, they are subject to various risks and uncertainties, and actual results, performance, or achievements of Siyata could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Siyata’s filings with the Securities and Exchange Commission (“SEC”) and in subsequent filings with the SEC. Except as otherwise required by law, Siyata undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites and social media have been provided as a convenience, and the information contained on such websites or social media is not incorporated by reference into this press release.

Sichenzia Ross Ference LLP Represents A2Z Smart Technologies Corp. in a $5.8 Million Registered Direct Offering 

Press Release – New York, NY – June 19, 2023 – Sichenzia Ross Ference LLP announced today that it represented A2Z Smart Technologies Corp. (the “Company”) (TSXV:AZ), (NASDAQ: AZ), a global leader in innovative technology solutions, in a $5.8 million registered direct offering. The registered direct offering consisted of 3,262,720 common shares, at a purchase price of $1.80 per share, together with warrants to purchase 1,631,356 common shares at an exercise price of $2.20 per share for a period of two years from issuance. The gross proceeds from the offering were $5,872,900.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Avital Perlman and associates Kayla Scoccola and Rohini Sud. 

Sichenzia Ross Ference LLP Represents ThinkEquity LLC in $8 Million Underwritten Public Offering of Common Stock of Forza XI, Inc.

Press Release – New York, NY – June 15, 2023 – Sichenzia Ross Ference LLP announced today that it represented ThinkEquity LLC in the public offering of the common stock of Forza XI, Inc. (NASDAQ:FRZA), a developer of electric sport boats aimed at promoting sustainable recreational boating. The offering consisted of 5,334,000 shares of its common stock at a public offering price of $1.50 per share, for gross proceeds of $8 million. The Company has granted the underwriter a 45-day option to purchase up to an additional 800,100 shares of common stock to cover over-allotments at the public offering price.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Jay Yamamoto, and associate Mayank Pradhan.

Sichenzia Ross Ference LLP Represents Jupiter Wellness Acquisition Corp. In Its Business Combination with Chijet Motor Company, Inc. and Chijet, Inc. 

Press Release – New York, NY –June 6, 2023– Sichenzia Ross Ference LLP announced today that it has represented Jupiter Wellness Acquisition Corp. (“JWAC”), a special purpose acquisition company (a “SPAC”) on a business combination transaction with Chijet Motor Company, Inc. and its affiliated entities. Chijet Inc. is a High-Tech Enterprise engaged in the development, production, and sales of new energy vehicles. The shareholders of the SPAC approved the transaction at a special meeting held on May 2, 2023.

This transaction  closed on June 2, 2023. The securities of Chijet Motor Company, Inc. (“CJET”), commenced trading on Nasdaq under the ticker symbol “CJET” on June 2, 2023.

The Sichenzia Ross Ference LLP team was led by partners Arthur Marcus, Gregory Sichenzia, and associates Sharon Carroll, Christian Lichtenberger and Mayank Pradhan.

Sichenzia Ross Ference LLP Represents Madison Global Partners, LLC in $8.2 Million Simultaneous Registered Direct Offering and Private Placement of Securities of authID Inc. 

Press Release – New York, NY – June 1, 2023 – Sichenzia Ross Ference LLP announced today that it represented Madison Global Partners LLC, in a registered direct and concurrent private placement of the securities of authID, Inc. (NASDAQ: AUID) (“The Company”), a leading provider of secure identity authentication solutions. The company sold 17.9 million shares of its common stock at a purchase price of $0.458. The aggregate gross proceeds from both offerings were approximately $8.2 million including the offset of principal and accrued interest under and cancellation of a $929,250 note entered into by the Company with Stephen Garchik on March 9, 2023. Gross cash proceeds were approximately $7.3 million before deducting placement agent fees and other expenses of the Offering.

The Sichenzia Ross Ference LLP team was led by partners Darrin Ocasio and Jeff Cahlon and associates Matthew Siracusa and Jesse Blue.

Sichenzia Ross Ference LLP Represents Aegis Capital Corp.in $1.7 Million At-The-Market Offering Facility with SciSparc Ltd. 

Press Release – New York, NY – May 24, 2023 – Sichenzia Ross Ference LLP announced today that it represented Aegis Capital Corp. in a $1.7 million At-The-Market offering facility with SciSparc Ltd. (NASDAQ: SPRC), a clinical-stage pharmaceutical company. 

The shares were registered on SciSparc’s Registration Statement on Form F-3 (File No. 333-269839) filed with the Securities and Exchange Commission on February 17, 2023 and declared effective by the SEC on February 23, 2023, and the prospectus supplement relating to the ATM filed with the SEC on May 16, 2023.

The Sichenzia Ross Ference LLP team was led by partners Darrin Ocasio and Jeff Cahlon and associate Mayank Pradhan.

CMF Represents Joseph Gunnar & Co., LLC In $6,000,000 Public Offering Of Assure Holdings Corp.

New York, NY, May 12, 2023 — Carmel, Milazzo & Feil LLP announced today that it has represented Joseph Gunnar & Co., LLC for the public offering of Assure Holdings Corp. (NASDAQ: IONM) (“Assure Holdings” or the “Company”), a provider of intraoperative neuromonitoring and remote neurology services, today announced the pricing of an underwritten public offering of 5,000,000 shares of its common stock (or pre-funded warrants in lieu thereof) at an offering price to the public of $1.20 per share (or $1.199 per pre-funded warrant). The pre-funded warrants will be immediately exercisable at a nominal exercise price of $0.001 or on a cashless basis and may be exercised at any time until all of the pre-funded warrants are exercised in full. The closing of the offering is expected to occur on or about May 16, 2023, subject to the satisfaction of customary closing conditions.

Joseph Gunnar & Co., LLC is acting as the sole book-running manager for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $6 million, before deducting the underwriters’ fees and other offering expenses payable by Assure. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital, marketing, product development and capital expenditures.

The Company has granted the underwriters in the offering a 45-day option to purchase up to 750,000 additional shares of the Company’s common stock and/or pre-funded warrants, in any combination thereof, from the Company at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments, if any.

The securities were offered pursuant to the Company’s registration statement on Form S-1 (File No. 333-269438), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on May 11, 2023. The offering is being made only by means of a prospectus which is a part of the effective registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus may be obtained, when available, from Joseph Gunnar & Co., LLC, 30 Broad Street, 11th Floor, New York, NY 10004, Attn: Syndicate Department, by phone (212) 440-9600.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Assure Holdings

Assure Holdings Corp. is a best-in-class provider of outsourced intraoperative neuromonitoring and remote neurology services. The Company delivers a turnkey suite of clinical and operational services to support surgeons and medical facilities during invasive procedures that place the nervous system at risk including neurosurgery, spine, cardiovascular, orthopedic and ear, nose and throat surgeries. Assure employs highly trained technologists that provide a direct point of contact in the operating room. Physicians employed through Assure subsidiaries simultaneously monitor the functional integrity of patients’ neural structures throughout the procedure communicating in real-time with the surgeon and technologist. Accredited by The Joint Commission, Assure’s mission is to provide exceptional surgical care and a positive patient experience. For more information, visit the Company’s website at www.assureneuromonitoring.com.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable securities laws. Such statements include, but are not limited to, statements regarding the intended use of proceeds from offering and statements concerning the anticipated closing and closing date of the offering and may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. Forward-looking statements include, but are not limited to, the financial results presented herein which are subject to final review procedures and subsequent events. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks include risks regarding (i) our patient volume or cases not growing as expected, or decreasing, which could impact revenue and profitability; (ii) unfavorable economic conditions could have an adverse effect on our business; (iii) risks related to increased leverage resulting from incurring additional debt; (iv) the policies of health insurance carriers may affect the amount of revenue we receive; (v) our ability to successfully market and sell our products and services; (vi) we may be subject to competition and technological risk which may impact the price and amount of services we can sell and the nature of services we can provide; (vii) regulatory changes that are unfavorable in the states where our operations are conducted or concentrated; (viii) our ability to comply and the cost of compliance with extensive existing regulation and any changes or amendments thereto; (ix) changes within the medical industry and third-party reimbursement policies and our estimates of associated timing and costs with the same; (x) our ability to adequately forecast expansion and the Company’s management of anticipated growth; and (xi) risks and uncertainties discussed in preliminary prospectus included in our Registration Statement on Form S-1 for this offering and our most recent annual and quarterly reports filed with the United States Securities and Exchange Commission, including our annual report for the fiscal year ended December 1, 2022 on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023, and with the Canadian securities regulators and available on the Company’s profiles on EDGAR at www.sec.gov and SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise, except as required by law.

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the Company’s SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

CMF Represents Avalon Globocare Corp. (Nasdaq: ALBT) In $1.5 Million Private Placement Of Convertible Notes

CMF Represents EF Hutton In $3.5 Million Pipe In Bright Green Corporation (Nasdaq: BGXX)

New York, N.Y., May 22, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented in EF Hutton in the $3,500,000 private placement of Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the Company”), one of the very few companies selected by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications and affiliated export, in a securities purchase agreement with a single institutional investor to purchase 3,684,210 shares of common stock and warrants to purchase up to 3,684,210 shares of common stock, at a purchase price of $0.95 per share and accompanying warrant. The gross proceeds to the Company from the private placement are expected to be approximately $3.5 million before deducting the placement agent’s fees and other estimated offering expenses.

The warrants will be immediately exercisable from the date of issuance at an initial exercise price of $0.95 per share, subject to adjustments as set forth therein, and will expire five years from the date of issuance. The closing of the private placement is expected to occur on May 24, 2023, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement.

EF Hutton, division of Benchmark Investments, LLC, is acting as the exclusive placement agent for the offering.

The securities were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock and the shares issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bright Green

Bright Green is one of the very few companies authorized by the U.S. government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications, and affiliated export. Our registration by the U.S. Drug Enforcement Administration gives us the opportunity to advance our vision of improving quality of life through the opportunities presented by cannabis-derived therapies. To learn more, visit www.brightgreen.us.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of such date. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Such forward-looking statements include those related to the closing of the private placement. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as other reports and documents that may be filed by the Company from time to time with the SEC. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. Additional information regarding these and other factors that could affect the Company’s results is included in the Company’s SEC filings, which may be obtained by visiting the SEC’s website at www.sec.gov.

Sichenzia Ross Ference LLP Represents Sunshine Biopharma, Inc. in $5.0 Million Private Placement Priced At-the-Market

Press Release – New York, NY – May 16, 2023 – Sichenzia Ross Ference LLP announced today that it represented Sunshine BioPharma, Inc. (Nasdaq: SBFM) (the “Company”), a pharmaceutical company offering and researching life-saving medicines in a variety of therapeutic areas, in its private placement. The Company issued 5,952,381 units at a purchase price of $0.84 per unit priced at-the-market under NASDAQ rules. Each unit or pre-funded unit consists of one share of common stock (or pre-funded warrant) and two non-tradable warrants each exercisable for $0.59 for one share of common stock, for a total of 11,904,762 shares underlying the warrants The gross proceeds were $5.0 million before deducting fees to the placement agent and other offering expenses payable by the Company.  

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Jeff Cahlon, associate Matthew Siracusa and law clerk Anastasia Hayes.

Sichenzia Ross Ference LLP Represents Lexaria Bioscience Corp. in $2.0 Million Public Offering 

Press Release – New York, NY – May 11, 2023 – Sichenzia Ross Ference LLP announced today that it represented Lexaria Bioscience Corp., (NASDAQ: “LEXX”), a global innovator in drug delivery platforms, in a $2.0 million public offering. The offering consisted of 2,106,000 units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock, at an offering price of $0.95 per unit. The warrants are immediately exercisable at a price of $0.95 per share and will expire five years from the date of issuance.  

Maxim Group LLC acted as sole placement agent in connection with this offering.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Avital Perlman, Glenn Burlingame, associate Jesse Blue, and law clerk Anastasia Hayes. 

Sichenzia Ross Ference LLP Names Owen A. Kloter as Partner

Press Release – New York, NY– May 11, 2023 – The law firm of Sichenzia Ross Ference LLP today announced the promotion of Owen Kloter to partner.

“The Firm is excited to announce that Owen Kloter has been named a partner of the Firm.  During the seven years that Owen has been part of the Firm, he has shown himself to be a tireless advocate for his clients. Owen is well-respected by clients, colleagues, and adversaries alike for his legal acumen, creative approach to problem solving and consistent excellent results. The Firm and its clients confidently rely upon Owen because of his excellent legal skills and his passionate representation,” said Michael Ference, Chair of the Firm’s Executive Committee.  “I am extremely honored and grateful to be promoted to partner, and I am excited to continue to be part of a Firm that is committed to providing its clients with unparalleled representation,” said Mr. Kloter in reaction to his promotion to partner.  

Owen A. Kloter’s practice focuses on business, estate and securities litigation at trial and appellate levels in New York, New Jersey, Connecticut and Pennsylvania. Mr. Kloter has been named a Rising Star in the area of Business Litigation each year from 2014 through 2023 by Thomson Reuters Super Lawyers Magazine, an honor reserved for no more than two and one-half percent of the lawyers under 40, in the New York Metro area. Owen has been a member of the Sichenzia Ross Ference LLP litigation group since 2016. 

Sichenzia Ross Ference LLP

Sichenzia Ross Ference LLP is a nationally recognized securities and corporate law firm that provides experienced representation in all matters involving the securities industry. Super Lawyers consistently recognizes our attorneys as among the highest rated securities lawyers in the nation. Our litigation and arbitration attorneys are highly skilled in representing clients from routine lawsuits to complex cases before the SEC, FINRA and other tribunals. In addition, our corporate attorneys specialize in advising clients on private placements, initial (IPOs) and secondary public offerings, alternative public offerings, preparation of SEC filings and listings on major capital stock exchanges such as the NYSE (New York Stock Exchange), NASDAQ and OTC markets. In addition, Sichenzia Ross Ference LLP also represents clients in trusts and estates matters.

Sichenzia Ross Ference LLP Represents Zynex, Inc. in $60 Million 144A Private Offering of Convertible Notes

Press Release – New York, NY – May 11, 2023 – Sichenzia Ross Ference LLP announced today that it represented Zynex, Inc., (“The Company”) (NASDAQ: “ZYXI”) an innovative medical technology company specializing in manufacturing and selling non-invasive medical devices for pain management, stroke rehabilitation, cardiac monitoring and neurological diagnostics, in a Rule 144A private offering. The offering consisted of the sale of $52.5 million and the sale of a $7.5 million over-allotment of 5.00% Convertible Senior Notes due 2026. 

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Jay Yamamoto, Marcelle Balcombe, Glenn Burlingame, and associates Christian Lichtenberger and Rohini Sud.  

Sichenzia Ross Ference LLP Represents Wang & Lee Group, Inc. in $8 Million Initial Public Offering of Ordinary Shares 

Press Release – New York, NY –April 25, 2023 – Sichenzia Ross Ference LLP announced today that it represented Wang & Lee Group, Inc. in an $8 million initial public offering of ordinary shares (NASDAQ: WLGS), a Hong Kong-based construction prime and subcontractor engaging in the installation of Electrical & Mechanical Systems. The initial public offering consisted of 1,600,000 ordinary shares issued and sold by Wang & Lee Group, Inc. at the public offering price of $5.00 per share.

Boustead Securities, LLC acted as the underwriter.

The Sichenzia Ross Ference LLP team was led by partner Benjamin Tan.

CMF Represents Spartan Capital Securities LLC In $1.35 Million Underwritten Confidentially Marketed Public Offering Of Cel-Sci Common Stock

New York, NY– Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Spartan Capital Securities LLC in CEL-SCI Corporation (“CEL-SCI” or the “Company”) (NYSE American: CVM), a Phase 3 cancer immunotherapy company,in the pricing of its underwritten confidentially marketed public offering of 794,117 shares of common stock at an offering price of $1.70 per share. The closing of the offering is expected to take place on or about May 2, 2023, subject to the satisfaction of customary closing conditions. In addition, the Company expects to grant the underwriter a 30-day option to purchase up to an additional 15 percent of the shares of common stock to cover over-allotments.

Spartan Capital Securities, LLC, is acting as sole book-running manager for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $1.35 million, before deducting the underwriter’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to fund the continued development of Multikine*, LEAPS and for general corporate purposes.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-265995) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on July 15, 2022. A prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus when available, may be obtained by contacting Spartan Capital Securities, LLC, Attention: Kim Monchik, 45 Broadway, 19th Floor New York, New York 10006, by email at kmonchik@spartancapital.com, or by telephone at (212) 293-4245. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CEL-SCI Corporation

CEL-SCI is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company’s lead investigational therapy Multikine completed a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Designation from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “intends,” “believes,” “anticipated,” “plans” and “expects,” and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such statements include, but are not limited to, statements about the offering. Factors that could cause or contribute to such differences include an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company’s potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI’s filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K for the year ended September 30, 2022. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy. This proprietary name is subject to FDA review in connection with the Company’s future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use.

Understanding the Differences Between NQSOs and ISOs: A Guide for Companies

Sichenzia Ross Ference LLP Represents Boustead Securities, LLC in $5.12 Million Initial Public Offering of Ordinary Shares of VCI Global Limited

Press Release – New York, NY –April 19, 2023 – Sichenzia Ross Ference LLP announced today that it represented Boustead Securities, LLC in a $5.12 million initial public offering of ordinary shares of VCI Global Limited (NASDAQ: VCIG), a multi-disciplinary Malaysia-based consulting group with key advisory practices in the areas of business and technology. The initial public offering consisted of 1,280,000 ordinary shares issued and sold by VCI Global Limited at the public offering price of $4.00 per share.

Boustead Securities, LLC and Sutter Securities, Inc. acted as the underwriters.

The Sichenzia Ross Ference LLP team was led by partner Benjamin Tan. 

Sichenzia Ross Ference LLP Represents AiAdvertising, Inc. in a $5 Million Private Placement 

Press Release – New York, NY – April 13, 2023 – Sichenzia Ross Ference LLP announced today that it represented AiAdvertising, Inc. (OTC: AIAD), a next-generation AdTech company focused on harnessing the power of artificial intelligence and machine learning for today’s marketing leaders, in a $5,000,000 private placement of Series I Preferred Stock. AiAdvertising sold 2,272,727 shares of Series I Preferred Stock at a purchase price of $2.20 per share of Series I Preferred Stock.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Marcelle Balcombe and senior paralegal Raquel Vazquez. 

Sichenzia Ross Ference LLP Represents Revere Securities, LLC in a $5 Million Initial Public Offering of Ordinary Shares of Millennium Group International Holdings Ltd

Press Release – New York, NY – April 7, 2023 – Sichenzia Ross Ference LLP announced today that it represented Revere Securities, LLC  in a $5,000,000 initial public offering of ordinary shares of Millennium Group International Holdings Ltd., (NASDAQ: “MGIH”) a paper-based packaging solutions supplier. The offering consisted of 1,250,000 ordinary shares at a public offering price of $4.00 per ordinary share, for total gross proceeds of $5 million. The Sichenzia Ross Ference LLP team was led by partners Huan Lou, David Manno and associate Mayank Pradhan.

Sichenzia Ross Ference LLP Represents Spartan Capital Securities, LLC in $18.1 Million Initial Public Offering of Ordinary Shares of Multi Ways Holdings Limited

Press Release – New York, NY –April 6, 2023 – Sichenzia Ross Ference LLP announced today that it represented Spartan Capital Securities, LLC in an $18.1 million initial public offering of ordinary shares of Multi Ways Holdings Limited (NYSE American: MWG), a leading supplier of a wide range of heavy construction equipment for sales and rental in Singapore and the surrounding region. The initial public offering consisted of 6,040,000 ordinary shares issued and sold by Multi Ways and 1,200,000 ordinary shares by a selling shareholder.

Spartan Capital Securities, LLC acted as the book-running manager, with Pacific Century Securities, LLC as co-manager for the offering. 

The Sichenzia Ross Ference LLP team was led by partner Benjamin Tan. 

Sichenzia Ross Ference LLP American Battery Technology Company in a $10 Million Registered Direct Offering

Press Release – New York, NY – April 4, 2023 – Sichenzia Ross Ference LLP announced today that it represented American Battery Technology Company (NASDAQ: “ABML”), a critical battery materials company, in a registered direct offering of common stock and warrants.  

The offering consisted of the purchase and sale of an aggregate of 14,285,715 shares of common stock, Series A warrants to purchase up to an aggregate of 14,285,715 shares of common stock, and Series B warrants to purchase up to an aggregate of 14,285,715 shares of common stock at a combined purchase price of $0.70 per share of common stock and accompanying warrants. The Series A warrants have an exercise price of $0.80 per share, are immediately exercisable upon issuance and will expire five years following issuance.  The Series B warrants have an exercise price of $0.70 per share, are immediately exercisable upon issuance and will expire eighteen months following issuance. The gross proceeds from the offering were $10 million. 

The Sichenzia Ross Ference LLP team was led by partner Darrin Ocasio and associates Matthew Siracusa and Rohini Sud.

CMF Represents VCI Global Limited In $5,120,000 IPO To Nasdaq

KUALA LUMPUR, Malaysia, April 13, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented VCI Global Limited (NASDAQ: VCIG) (“VCI Global”, or the “Company”) in its initial public offering of 1,280,000 shares of its ordinary shares at a price to the public of $4.00 per share for a total of $5,120,000 of gross proceeds to the Company (the “Offering”), before deducting underwriting discounts, commissions and other Offering expenses. In addition, VCI Global has granted the underwriters a 45-day option to purchase up to an additional 192,000 of its ordinary shares at the public offering price of $4.00 per share, less the underwriting discounts and commissions, to cover over-allotments, if any.

The shares are expected to begin trading on The Nasdaq Capital Market today, April 13, 2023, under the ticker symbol “VCIG.” The Offering is expected to close on April 17, 2023 subject to the satisfaction of customary closing conditions.

Boustead Securities, LLC and Sutter Securities, Inc. are acting as the underwriters for the Offering.

A registration statement on Form F-1, as amended (File No. 333-268109) relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on March 30, 2023. The Offering is being made only by means of a prospectus. A copy of the final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the final prospectus relating to the Offering may be obtained, when available from Boustead Securities, LLC by way of emailing requests to offerings@boustead1828.com; or by calling 1-949-502-4408; or by request by standard mail to Boustead Securities, LLC, Attention: Equity Capital Markets, 6 Venture, Suite 395, Irvine, California 92618, USA.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About VCI Global Limited

VCI Global is a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. The Company provides business and boardroom strategy services, investor relation services, and technology consultancy services. Its clients range from small-medium enterprises and government-linked agencies to publicly traded companies across a broad array of industries. VCI Global operates solely in Malaysia, with clients predominantly from Malaysia, but also serves some clients from China, Singapore, and the US.

For more information on the Company, please log on to https://v-capital.co/.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, successfully managing and, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

CMF Represents Addvantage Technologies Group, Inc. In $3,000,000 Pipe

NEW YORK, NY / April 17, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Addvantage Technologies Group, Inc. (NASDAQ:AEY), in a private placement in a public entity in the amount of $3,000,000.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements r and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

What Is a 424(b) Filing and Why Is It Important?

If your company is planning to go public or conduct a securities offering in the United States, you’ll need to file a 424(b) prospectus with the Securities and Exchange Commission (SEC). This filing is required under the Securities Act of 1933 and provides important information to potential investors about the securities being offered and the issuer’s business and financial condition.

In this blog post, we’ll provide an overview of 424(b) filings, including the required disclosures and timing.

What Is a 424(b) Filing?

A 424(b) prospectus is a document that is filed with the SEC as part of the registration process for a securities offering. This document is required for all public offerings of securities, including initial public offerings (IPOs) and secondary offerings.

The 424(b) prospectus provides potential investors with detailed information about the securities being offered, including the offering price, number of shares being sold, and any underwriting discounts or commissions. The prospectus also includes information about the issuer, including its business operations, management team, and financial statements. In addition, the prospectus must disclose any material risks associated with the investment, such as risks related to the issuer’s business, industry, and market.

Why Is a 424(b) Filing Important?

The 424(b) prospectus is an important tool for potential investors who are considering investing in a securities offering. By providing detailed information about the securities being offered and the issuer’s business and financial condition, the prospectus helps investors make informed decisions about whether to invest in the offering.

For issuers, the 424(b) filing is also an important step in the securities offering process. By providing the required disclosures, issuers can help to build trust and credibility with potential investors, which can be essential for a successful offering.

What Are the Required Disclosures in a 424(b) Filing?

The 424(b) prospectus must include a range of disclosures, including:

• A description of the securities being offered, including the number of shares, the offering price, and any underwriting discounts or commissions.
• A description of the issuer, including its business and financial information, management team, and principal stockholders.
• A description of the risks associated with the investment, including risks related to the issuer’s business, industry, and market.
• Information about how the proceeds from the offering will be used.
• A description of any material legal proceedings, regulatory actions, or other events that could impact the issuer’s financial condition or operations.

Timing of 424(b) Filings

The timing of a 424(b) filing can vary depending on the type of offering. For an IPO, the prospectus must be filed at least 15 days before the anticipated offering date. For a secondary offering, the prospectus must be filed within five days of the offering. The SEC may also require additional disclosures or revisions to the prospectus during the review process.

Conclusion

If your company is planning to go public or conduct a securities offering in the United States, it’s important to understand the requirements for 424(b) filings. By providing detailed disclosures about the securities being offered and the issuer’s business and financial condition, a 424(b) prospectus can help to build trust and credibility with potential investors, which can be essential for a successful offering. Working with experienced securities attorneys can help to ensure that your 424(b) filing is compliant with SEC regulations and provides the necessary disclosures to potential investors.

Understanding 8-K filings: What they are and why they matter

If you’re an investor in publicly traded companies, you’ve likely heard of an 8-K filing. But what exactly is an 8-K, and why is it important for investors to pay attention to them? In this blog post, we’ll provide an overview of 8-K filings and their significance, so you can make informed investment decisions.

What is an 8-K filing?

An 8-K is a report filed with the United States Securities and Exchange Commission (SEC) to announce significant events or changes that may affect a publicly traded company’s financial condition or share price. These filings are required by law and must be submitted within four business days of the occurrence of an event that is deemed “material,” or likely to have an impact on the company’s financial condition or stock price.

Examples of events that may trigger an 8-K filing include changes in management or control of the company, acquisitions or dispositions of assets, bankruptcy or receivership, changes in accounting practices or principles, financial results for a completed fiscal quarter or year, major contracts or agreements entered into or terminated, and changes to the company’s articles of incorporation or bylaws.

Why are 8-K filings important?

The purpose of 8-K filings is to provide investors and analysts with timely information about a company’s operations and financial health. By law, companies are required to disclose any material information that could have an impact on their financial performance or stock price. This helps investors make informed decisions about whether to buy, sell, or hold a particular stock.

For example, if a company announces that it has acquired a competitor or entered into a major contract with a new client, this could be considered material information that would require an 8-K filing. Investors can use this information to assess the potential impact on the company’s future revenue and earnings, and adjust their investment strategy accordingly.

How can investors access 8-K filings?

The SEC maintains an electronic database called EDGAR (Electronic Data Gathering, Analysis, and Retrieval) that provides public access to all filings made by publicly traded companies, including 8-K filings. Investors can search for and access these filings using the SEC’s online portal.

In addition, many financial news websites and investment platforms provide access to 8-K filings, along with expert analysis and commentary. By staying up-to-date on 8-K filings and other material disclosures made by companies, investors can make more informed investment decisions and reduce their exposure to risk.

Conclusion

In summary, 8-K filings are an important tool for investors to stay informed about material events and changes affecting publicly traded companies. By law, companies are required to disclose this information promptly and accurately, giving investors the information they need to make informed decisions about their investments. Investors can access 8-K filings through the SEC’s EDGAR database or through other financial news sources. By staying up-to-date on 8-K filings and other material disclosures, investors can make more informed investment decisions and reduce their exposure to risk. If you have questions about how 8-K filings may affect your investments, it’s always a good idea to consult with an experienced securities attorney.

Reverse Mergers into OTC Companies: Process, Documents, and Timing

A reverse merger into an OTC company can be an attractive option for private companies seeking to go public quickly and at a lower cost. However, it is important to understand the process, documents, and timing involved in this type of transaction to ensure that it is executed successfully and in compliance with regulatory requirements.

The Process

The process of a reverse merger into an OTC company typically involves several steps. First, the private company must identify and negotiate with a suitable OTC company to merge with. This typically involves evaluating potential candidates based on factors such as their financials, industry focus, and management team.

Once a suitable candidate has been identified, the parties will execute a letter of intent or term sheet outlining the basic terms of the transaction. The private company will then conduct due diligence on the OTC company to evaluate its financials, legal history, and other key factors.

The parties will then negotiate and execute definitive merger documents, including a merger agreement and related documents. These documents set forth the terms and conditions of the merger, including the consideration to be paid to the OTC company’s shareholders and the conditions that must be met before the merger can be completed.

The merger must be approved by both the private company’s and the OTC company’s shareholders, which typically involves preparing and filing a proxy statement or information statement with the SEC. Once shareholder approval has been obtained and all other conditions have been satisfied, the merger can be completed.

The Documents

A reverse merger into an OTC company typically involves several key documents. These include:

• Letter of intent or term sheet: This document outlines the basic terms of the transaction and sets the stage for negotiations.
• Merger agreement: This is the main document that sets forth the terms and conditions of the merger, including the consideration to be paid to the OTC company’s shareholders, the conditions to closing, and other key terms.
• Proxy statement or information statement: This document is used to obtain shareholder approval and must be reviewed and approved by the SEC before it can be distributed to shareholders.
• Other documents: Depending on the specific terms of the transaction, additional documents may be required, such as employment agreements, stock purchase agreements, and escrow agreements.

The Timing

A reverse merger into an OTC company can typically be completed in several months, depending on factors such as the complexity of the transaction, the due diligence process, and the time required to obtain shareholder approval. It is important to work with experienced advisors, such as legal and financial professionals, to help navigate the process and ensure compliance with regulatory requirements.

Conclusion

In summary, a reverse merger into an OTC company can be an attractive option for private companies seeking to go public quickly and at a lower cost. However, it is important to carefully consider the process, documents, and timing involved in this type of transaction, and to work with experienced advisors to ensure that it is executed successfully and in compliance with regulatory requirements.

Sichenzia Ross Ference LLP Represents Prime Number Capital, LLC in $11.2 Million Initial Public Offering of Ordinary Shares of Ohmyhome Limited

Press Release – New York, NY – March 31, 2023 – Sichenzia Ross Ference LLP announced today that it represented Prime Number Capital, LLC in $11.2 million initial public offering of ordinary shares of Ohmyhome Limited (NASDAQ: OMH), a data-driven property technology company. The initial public offering consisted of 2,800,000 ordinary shares issued and sold by Ohmyhome and 975,000 ordinary shares sold by a selling stockholder. 

Prime Number Capital LLC acted as the sole book runner for the offering. SBI China Capital Financial Services Limited acted as the co-manager. Sichenzia Ross Ference LLP acted as counsel to Prime Number Capital LLC in connection with this offering. The Sichenzia Ross Ference LLP team was led by partner, Benjamin Tan.

Understanding Emerging Growth Company Status: Advantages and Disadvantages

As a small business looking to go public, you may have heard of the term “Emerging Growth Company” or EGC. Under the Jumpstart Our Business Startups (JOBS) Act of 2012, companies that meet certain criteria are eligible for EGC status. In this blog post, we’ll explore the requirements to be an EGC, the advantages and disadvantages of this status, and what small businesses should consider before making a decision.

Requirements to be an EGC

To be considered an EGC, a company must meet the following requirements:

• Annual gross revenues of less than $1.07 billion in its most recently completed fiscal year.
• Went public within the previous five years.
• Not have issued more than $1 billion in non-convertible debt in the previous three years.

Advantages of EGC Status

There are several benefits to being classified as an EGC. These benefits include:

1. Reduced Disclosure Requirements: EGCs are not required to comply with certain disclosure requirements that are normally required of larger public companies. For example, they are not required to provide executive compensation disclosures or certain financial disclosures. This reduced disclosure burden can be particularly beneficial for small businesses that may not have the resources to comply with all of the regulatory requirements that apply to larger public companies.
2. Exemption from Certain SEC Regulations: EGCs are exempt from certain regulations that apply to larger public companies. For example, they are not required to hold shareholder advisory votes on executive compensation packages. This regulatory relief can provide EGCs with additional flexibility during the IPO process.
3. Confidential Submission of IPO Registration Statements: EGCs are allowed to submit their initial IPO registration statements on a confidential basis to the SEC. This provides them with additional flexibility and confidentiality during the IPO process.

Disadvantages of EGC Status

There are also some disadvantages to being classified as an EGC. These disadvantages include:

1. Limited Duration of EGC Status: EGC status is only available for a limited period of time, generally up to five years after the company’s IPO or until it reaches certain revenue and public float thresholds. After this time period expires, the company must comply with all of the regulatory requirements that apply to larger public companies.
2. Increased Regulatory Scrutiny after EGC Status Expires: Once a company’s EGC status expires, it must comply with all of the regulatory requirements that apply to larger public companies. This can result in increased regulatory scrutiny and compliance costs.
3. Reduced Investor Confidence: Some investors may view EGCs as riskier investments due to their limited operating history and reduced disclosure requirements. This reduced investor confidence can make it more difficult for EGCs to raise capital and grow their business.

Conclusion

Being classified as an EGC provides certain benefits and regulatory relief measures to small businesses that have recently gone public or are in the process of going public. However, EGC status is only available for a limited period of time and may result in reduced investor confidence and increased regulatory scrutiny after EGC status expires. Companies considering EGC status should carefully weigh the benefits and drawbacks before making a decision. A qualified securities attorney can provide guidance on the pros and cons of EGC status and help small businesses navigate the complex regulations that apply to public companies.

Navigating Nasdaq Annual Meeting Rules: A Guide for Companies and Legal Counsel

As a legal professional, it’s important to stay up-to-date on the rules and regulations that govern annual meetings of companies listed on the Nasdaq Stock Market. Failure to comply with these rules can result in significant legal and financial consequences for the company and its directors.

Here are some of the key Nasdaq annual meeting rules that companies and their legal counsel should be aware of:

1. Timing and Notice Requirements: Companies must hold annual meetings within 13 months of their previous annual meeting and provide shareholders with at least 10 days’ notice before the meeting.
2. Shareholder Voting: All matters that are properly brought before the meeting must be put to a shareholder vote, including the election of directors, appointment of auditors, and any other proposals on the meeting agenda.
3. Shareholder Proposals: Shareholders who meet certain eligibility requirements and submit their proposals within the Nasdaq-established deadline may have their proposals included on the meeting agenda.
4. Shareholder Participation: Shareholders must have the opportunity to ask questions and make comments during the meeting, subject to reasonable time constraints and rules of order.
5. Proxy Statements: Companies must provide shareholders with a proxy statement in advance of the meeting, which includes information about the matters to be voted on and the nominees for director.
6. Record Dates: Companies must provide a record date for determining the shareholders who are entitled to vote at the meeting, which must be no more than 60 days before the meeting date.

It’s important for companies to comply with these rules to ensure that their annual meetings are conducted in a fair and transparent manner, and to avoid any potential violations of Nasdaq rules or regulations. Companies that fail to comply with these rules may face legal action, sanctions from Nasdaq, and reputational damage.

Legal counsel can assist companies in navigating these complex rules and ensuring that they are in compliance with all relevant laws and regulations. An experienced attorney can review the company’s bylaws, provide guidance on the submission of shareholder proposals, draft necessary proxy statements, and help ensure that the company’s annual meeting is conducted in accordance with applicable laws and regulations.

In conclusion, it’s important for companies and their legal counsel to be aware of the Nasdaq annual meeting rules and to take proactive steps to ensure compliance. By doing so, companies can help ensure that their annual meetings are conducted fairly and transparently, and avoid legal and financial consequences.

Staying Compliant: A Guide to Understanding the SEC’s Executive Compensation Rules for Public Companies and Their Legal Counsel

As a legal professional, it’s important to stay up-to-date on the SEC’s executive compensation rules that govern public companies. Failure to comply with these rules can result in significant legal and financial consequences for the company and its directors.

Here are some of the key elements of the SEC’s executive compensation rules that companies and their legal counsel should be aware of:

1. Disclosure Requirements: Companies must disclose the total compensation of their CEO, CFO, and other named executive officers in their annual proxy statements, including salary, bonuses, stock options, and other forms of compensation.
2. Performance-Based Compensation: Companies must disclose whether any of their executive compensation is based on performance metrics and provide details about the performance targets that must be met for executives to receive such compensation.
3. Clawback Policies: Companies must disclose whether they have policies in place to claw back executive compensation if it is later determined that the compensation was based on inaccurate financial statements or other misconduct.
4. Say-on-Pay Votes: Companies must allow shareholders to vote on executive compensation at least once every three years. This “say-on-pay” vote is advisory in nature, but it provides shareholders with an opportunity to express their views on the company’s executive compensation practices.
5. Hedging Disclosure: Companies must disclose whether their executive officers and directors are permitted to engage in hedging transactions with respect to the company’s securities.

Compliance with these rules is important to promote transparency and accountability in executive compensation practices and ensure that shareholders have the information they need to make informed decisions about their investments. Failure to comply with these rules can lead to legal action, sanctions from the SEC, and reputational damage.

Legal counsel can assist companies in navigating these complex rules and ensuring that they are in compliance with all relevant laws and regulations. An experienced attorney can review the company’s executive compensation practices, draft necessary proxy statements, and help ensure that the company’s disclosures are accurate and complete.

In conclusion, it’s important for companies and their legal counsel to be aware of the SEC’s executive compensation rules and to take proactive steps to ensure compliance. By doing so, companies can help ensure that their executive compensation practices are transparent and fair, and avoid legal and financial consequences. Legal counsel can play a critical role in this process, helping companies navigate these complex rules and ensuring compliance with all relevant laws and regulations.

Listing on the NYSE American: Understanding the Key Listing Standards

As a company, maintaining a listing on the NYSE American can provide valuable access to capital markets, investors, and other benefits. However, this also means that the NYSE American has certain standards and requirements that companies must meet to maintain their listing. Failure to meet these standards may result in delisting from the exchange, which can have significant consequences for a company’s operations and reputation.

In this blog post, we’ll provide an overview of the NYSE American delisting standards, including both quantitative and qualitative requirements, to help companies understand what they need to do to maintain their listing.

Quantitative Delisting Standards

The NYSE American has several quantitative standards that companies must meet to maintain their listing. These include:

1. Minimum price per share: Companies must maintain a minimum average closing price of $1.00 over a consecutive 30-day trading period. This means that the company’s stock must not fall below this threshold for an extended period of time.
2. Minimum market capitalization: Companies must have a market capitalization of at least $50 million over a consecutive 30-day trading period. Market capitalization is calculated by multiplying the company’s share price by the number of outstanding shares.
3. Minimum stockholders’ equity: Companies must maintain stockholders’ equity of at least $4 million. This represents the residual value of a company’s assets after its liabilities have been paid.
4. Minimum public float: Companies must have at least 1 million publicly held shares outstanding, with a market value of at least $2.5 million. This ensures that there is sufficient liquidity in the company’s stock for investors to buy and sell.

If a company fails to meet any of these quantitative standards, it will be notified by the NYSE American and given a certain period of time to regain compliance. If the company fails to regain compliance within the specified period, it may be delisted.

Qualitative Delisting Standards

In addition to quantitative standards, the NYSE American also has several qualitative standards that companies must meet to maintain their listing. These include:

1. Non-compliance with financial standards: If a company fails to meet any of the quantitative standards, it will be notified by the NYSE American and given a certain period of time to regain compliance. If the company fails to regain compliance within the specified period, it may be delisted.
2. Non-compliance with corporate governance standards: Companies must comply with certain corporate governance requirements, such as having a majority of independent directors on its board or maintaining an audit committee comprised solely of independent directors. Failure to comply with these requirements may result in delisting.
3. Other issues: The NYSE American may delist a company if it fails to meet other requirements or if there are other issues that the exchange determines make continued listing on the exchange inappropriate.

Conclusion

Maintaining a listing on the NYSE American can provide significant benefits for companies, but it also comes with certain responsibilities. Companies must meet both quantitative and qualitative delisting standards to maintain their listing, and failure to do so can have significant consequences. It’s important for companies to understand these requirements and take steps to ensure compliance to avoid being delisted from the exchange.

If you have questions about NYSE American delisting standards or need assistance with compliance, contact our law firm for guidance and support.

Understanding the 10-Q Report: A Comprehensive Guide

As a publicly traded company, you are required to file various reports with the Securities and Exchange Commission (SEC) to keep investors informed about your financial position and performance. One such report is the 10-Q report, which is a quarterly report that provides a comprehensive update on your financial performance and operations. In this blog post, we’ll provide a detailed guide to the 10-Q report, including its purpose, documents, disclosures, and timing.

Purpose of the 10-Q Report: The 10-Q report is designed to provide investors with a comprehensive update on your financial position, performance, and risks during the previous quarter. It is an important document that helps investors make informed decisions about the companies they invest in. The report includes unaudited financial statements, management discussion and analysis, risk factors, legal proceedings, and other disclosures that provide insight into your company’s operations.

Documents Included in the 10-Q Report: The 10-Q report includes several documents that provide investors with a detailed view of your company’s financial position and performance. Some of the key documents that may be included in the 10-Q report are:

1. Financial Statements: The 10-Q report includes unaudited financial statements, including a balance sheet, income statement, and cash flow statement, which provide investors with a snapshot of your company’s financial position, performance, and liquidity.
2. Management Discussion and Analysis (MD&A): The MD&A section of the 10-Q report provides management’s perspective on your company’s financial performance and operations during the previous quarter, and may highlight significant events or trends that could affect your company’s future performance.
3. Risk Factors: The 10-Q report may include a section on risk factors, which outlines potential risks that could impact your company’s financial performance or operations, such as changes in market conditions, regulatory changes, or competition.
4. Legal Proceedings: The 10-Q report may disclose any pending legal proceedings or litigation that could have a material impact on your company’s financial position or reputation.
5. Other Disclosures: The 10-Q report may include additional disclosures related to your company’s operations, such as changes in management, significant events or transactions, or new products or services.

Timing of the 10-Q Report: Public companies are required to file a 10-Q report with the SEC within 45 days after the end of each fiscal quarter. The timing of the report may vary slightly depending on your company’s specific fiscal year-end and reporting requirements. Once the 10-Q report is filed with the SEC, it is made publicly available on the SEC’s website and on your own website.

Conclusion: In conclusion, the 10-Q report is an essential document that provides investors with a detailed update on your company’s financial performance and operations during the previous quarter. By including financial statements, management discussion and analysis, risk factors, legal proceedings, and other disclosures, the 10-Q report helps investors make informed decisions about the companies they invest in. As a publicly traded company, it is essential that you understand the purpose, documents, disclosures, and timing of the 10-Q report to comply with SEC regulations and keep your investors informed.

Beginner’s Guide to the IPO Process

The Initial Public Offering (IPO) Process

An initial public offering (IPO) is when a private company becomes public by selling its shares on a stock exchange. This is a major event for any company, as it allows them to raise capital from the public and become a listed company.

The IPO process can be a complex one, and there are many steps involved. In this blog post, we will take a look at the key steps in an IPO process.

1. Select an investment bank

The first step in the IPO process is for the issuing company to choose an investment bank to advise the company on its IPO and to provide underwriting services. The investment bank is selected according to the following criteria:

• Reputation
• Quality of research
• Industry expertise
• Distribution, i.e., if the investment bank can provide the issued securities to more institutional investors or to more individual investors
• Prior relationship with the investment bank

The issuing company will usually issue a letter of intent to the investment bank, which outlines the terms of the underwriting agreement.

2. Due diligence and regulatory filings

Once the investment bank has been selected, the issuing company must undergo due diligence and regulatory filings. This process involves the investment bank reviewing the company’s financial statements, business plan, and other documents. The investment bank will also file the company’s registration statement with the Securities and Exchange Commission (SEC).

The registration statement must contain detailed information about the company, including its financial statements, business plan, and management team. The SEC will review the registration statement and approve it before the company can proceed with the IPO.

3. Pricing

Once the registration statement has been approved, the issuing company and the investment bank will set the price of the shares. The price of the shares will be based on a number of factors, including the company’s financial performance, the market conditions, and the advice of the investment bank.

4. Stabilization

After the shares have been priced, the investment bank will stabilize the market for the shares. This means that the investment bank will buy and sell shares in the market to maintain the price of the shares at a certain level.

The stabilization process is important to prevent the shares from fluctuating too much in the early days of trading.

5. Transition to market competition

Once the stabilization period is over, the shares will be listed on an exchange and begin trading. The issuing company will now be subject to market competition, and its share price will be determined by the supply and demand for its shares.

The IPO process is a complex one, but it is an important step for any company that wants to raise capital from the public and become a listed company.

A Baby Shelf on Form S-3: What You Need to Know

A baby shelf is a provision of Form S-3 that allows companies to register securities for sale up to one-third of their public float over a 12-month period. This can be a useful option for companies that want to raise capital from the public but do not want to have to file a new registration statement each time they want to sell securities.

To qualify for a baby shelf, a company must meet the following requirements:

• The company must have a public float of at least $75 million.
• The company must have been subject to the reporting requirements of the Securities and Exchange Act of 1934 for at least 12 months.
• The company must have filed a Form S-3 registration statement that has been in effect for at least 12 months.

Once a company has qualified for a baby shelf, it can register securities for sale up to one-third of its public float over a 12-month period. The company can sell the securities at any time during the 12-month period, and it does not have to file a new registration statement each time it sells securities.

Baby shelves can be a useful tool for companies that want to raise capital from the public. They can help companies to raise capital quickly and easily, and they can save companies a lot of time and money.

Here are some of the benefits of using a baby shelf:

• Quick and easy access to capital. A baby shelf allows companies to raise capital quickly and easily, without having to file a new registration statement each time they want to sell securities.
• Reduced costs. A baby shelf can save companies a lot of time and money, as they do not have to file a new registration statement each time they sell securities.
• Increased flexibility. A baby shelf gives companies more flexibility in how they raise capital. They can sell securities at any time during the 12-month period, and they do not have to file a new registration statement each time they sell securities.

Here are some of the risks of using a baby shelf:

• Market conditions. The market conditions may not be favorable for selling securities, which could make it difficult for a company to raise capital.
• Investor demand. There may not be enough investor demand for the securities, which could make it difficult for a company to sell them.
• Competition. There may be too much competition from other companies that are also trying to raise capital.

Overall, a baby shelf can be a useful tool for companies that want to raise capital from the public. It can help companies to raise capital quickly and easily, and it can save companies a lot of time and money. However, there are some risks associated with using a baby shelf, and companies should carefully consider these risks before deciding whether or not to use one.

How to Calculate a Baby Shelf

A baby shelf is a provision of Form S-3 that allows companies to register securities for sale up to one-third of their public float over a 12-month period. This can be a useful option for companies that want to raise capital from the public but do not want to have to file a new registration statement each time they want to sell securities.

To calculate a baby shelf, you will need to know the following information:

• The number of shares of common stock that are outstanding.
• The number of shares of common stock that are held by insiders and by institutional investors.
• The public float.

The public float is the number of shares of common stock that are held by the public. To calculate the public float, you will need to subtract the number of shares that are held by insiders and by institutional investors from the number of shares of common stock that are outstanding.

Once you have the public float, you can calculate the baby shelf by multiplying the public float by one-third. This will give you the maximum number of shares of common stock that you can sell under a baby shelf.

For example, if you have 100 million shares outstanding, 10 million shares are held by insiders and by institutional investors, and the public float is 90 million shares, then you can sell up to 30 million shares under a baby shelf.

It is important to note that the baby shelf calculation is based on the public float as of the date of the registration statement. If the public float changes after the registration statement is filed, you may be able to sell more or less securities under the baby shelf.

To calculate the non-affiliate float for purposes of S-3 eligibility, a company may look back 60 days and select the highest of the last sales prices or the average of the bid and ask prices on the principal exchange.

Nasdaq Listing Tiers: A Guide for Companies

Nasdaq is one of the largest stock exchanges in the world, and it offers three tiers of listing for companies: Global Select Market, Global Market, and Capital Market. Each tier has its own requirements, and companies must meet certain standards to list on a particular tier.

The Capital Market is the lowest tier, and it is reserved for companies with the fewest financial requirements. To list on the Capital Market, a company must have a market value of listed securities of at least $15 million, and at least 300 round lot shareholders. Companies that list on the Capital Market must also meet all of Nasdaq’s listing rules.

The Nasdaq Capital Market has the fewest requirements. Companies that list on the Capital Market must meet the following requirements:

• Market value of listed securities of at least $15 million.
• Round lot shareholders of at least 300.
• Stockholders’ Equity of $5 million
• Unrestricted publicly held shares of 1 million
• Audited financial statements for the most recent fiscal year.
• Unaudited interim financial statements for the most recent quarter.
• Disclosure of corporate governance practices, including its board of directors’ independence, its executive compensation policies, and its proxy voting policies.
• Compliance with all applicable laws and regulations, including those relating to securities fraud, insider trading, and corporate governance.

The tier of listing that a company chooses depends on a variety of factors, including its financial situation, its growth plans, and its investor base. Companies that are looking to raise capital from the public or that are looking to attract a large number of investors may choose to list on the Global Select Market or the Global Market. Companies that are looking to raise a smaller amount of capital or that are looking to attract a smaller number of investors may choose to list on the Capital Market.

No matter what tier a company chooses, listing on Nasdaq can provide a number of benefits, including access to a large pool of investors, visibility to a global audience, and the ability to raise capital. If you are considering listing your company on Nasdaq, it is important to consult with an investment banker or a securities attorney to discuss your options and to make sure that you meet all of the requirements.

What is a 10-K and Why Should You Care?

A 10-K is an annual report filed with the Securities and Exchange Commission (SEC) by a publicly traded company. It provides a comprehensive overview of the company’s business and financial condition, including audited financial statements.

If you’re an investor, you should care about 10-Ks because they provide you with important information about the companies you’re investing in. By reading a 10-K, you can learn about a company’s business model, its financial health, and its risks. This information can help you make informed investment decisions.

Here are some of the key things you can learn from a 10-K:

• The company’s business description: This section of the 10-K describes the company’s products or services, its customers, and its competition.
• The company’s financial statements: The 10-K includes the company’s balance sheet, income statement, and cash flow statement. These statements provide a snapshot of the company’s financial condition at a specific point in time.
• Executive compensation: The 10-K includes information about the company’s executive compensation, including salaries, bonuses, and stock options.
• Risk factors: The 10-K includes a section on risk factors that could affect the company’s business. This section is important to read, as it can help you identify any potential risks that could impact your investment.
• Management’s discussion and analysis of financial condition and results of operations: This section of the 10-K provides management’s perspective on the company’s financial performance. It discusses the company’s strengths, weaknesses, opportunities, and threats.

Reading a 10-K can be a daunting task, but it’s an important one if you’re an investor. By taking the time to read a 10-K, you can learn more about the companies you’re investing in and make more informed investment decisions.

Here are some tips for reading a 10-K:

• Start with the executive summary: The executive summary provides a high-level overview of the company and its business. It’s a good place to start if you’re not familiar with the company.
• Read the risk factors: The risk factors section is important to read, as it can help you identify any potential risks that could impact your investment.
• Pay attention to the financial statements: The financial statements provide a snapshot of the company’s financial condition at a specific point in time. They’re important to read if you’re trying to assess the company’s financial health.
• Don’t be afraid to ask questions: If you have any questions about the 10-K, don’t be afraid to ask a financial advisor or an investment professional. They can help you understand the information in the 10-K and make informed investment decisions.

Nasdaq Delisting: What You Need to Know

Nasdaq is one of the largest stock exchanges in the world, and it is home to some of the most well-known companies in the world. However, even companies that are listed on Nasdaq can be delisted if they fail to meet the exchange’s listing standards.

There are a number of reasons why a company might be delisted from Nasdaq. Some of the most common reasons include:

• Failure to meet minimum bid price: The company’s stock must trade at a minimum bid price of $1.00 per share.
• Failure to meet minimum market capitalization: The company’s market capitalization must be at least $2 million.
• Failure to meet minimum number of shares outstanding: The company must have at least 300,000 shares outstanding.
• Failure to meet minimum revenue: The company must have at least $1 million in revenue for the most recent fiscal year.
• Failure to maintain an independent audit committee: The company must have an independent audit committee.
• Failure to file regular reports with the SEC: The company must file regular reports with the SEC.
• Failure to meet corporate governance requirements: The company must meet certain corporate governance requirements.

If a company is delisted from Nasdaq, it can still trade on other exchanges, but it will likely have a much lower market capitalization and be less visible to investors.

There are a few things that companies can do to avoid being delisted from Nasdaq:

• Make sure that they meet the exchange’s listing standards
• If they do not meet the standards, take steps to correct the problem
• Communicate with Nasdaq if they are having problems meeting the standards
• If they are delisted, try to get listed on another exchange
• Contact Carmel, Milazzo & Feil to guide you through the process

If you are an investor in a company that is listed on Nasdaq, it is important to be aware of the risks of delisting. If a company is delisted, it could have a significant impact on the value of your investment.

What is a PIPE? Private Placement in a Public Entity

A private placement is when a public company sells securities (shares, bonds, etc.) to a small group of investors, rather than selling them to the general public through an initial public offering (IPO). This type of financing can be a good option for public companies that need to raise capital quickly or that want to avoid the costs and scrutiny associated with an IPO.

There are a few different ways that a public company can conduct a private placement. One way is to sell securities directly to a group of investors, such as institutional investors or wealthy individuals. Another way is to sell securities to a broker-dealer, who will then sell them to investors.

What are the advantages of private placements?

There are a few advantages to conducting a private placement. First, it can be a faster and more efficient way to raise capital than an IPO. Second, it can help to avoid the costs and scrutiny associated with an IPO. Third, it can help to build relationships with investors who may be interested in investing in the company in the future.

What are the disadvantages of private placements?

However, there are also a few disadvantages to conducting a private placement. First, it can be more expensive than an IPO. Second, it can be more difficult to find investors who are willing to invest in a private placement. Third, it can be more difficult to get the same level of disclosure and transparency as an IPO.

When should a public company conduct a private placement?

Overall, a private placement can be a good option for public companies that need to raise capital quickly or that want to avoid the costs and scrutiny associated with an IPO. However, it is important to be aware of the risks and disadvantages before conducting a private placement.

Here are some of the factors that public companies should consider when deciding whether to conduct a private placement:

• The amount of capital the company needs to raise
• The timeline for raising the capital
• The company’s financial condition
• The company’s business plan
• The company’s investor relations strategy

If you are a public company that is considering conducting a private placement, it is important to consult with an experienced securities attorney to discuss the specific risks and benefits of private placements.

Going to the ATM. At the Market Public Offering

An at-the-market (ATM) offering is a type of secondary offering whereby a public company sells its existing shares directly to the market at prevailing market prices through a broker-dealer. The company can sell shares through an ATM offering at any time, and the amount of shares sold can vary depending on the company’s needs.

ATM offerings are a common way for companies to raise capital, and they can be a good option for companies that want to avoid the costs and scrutiny associated with a traditional secondary offering. ATM offerings can also be a good way for companies to raise capital quickly, as they can be done without having to file a prospectus or obtain shareholder approval.

However, there are also some risks associated with ATM offerings. For example, if the market price of the company’s shares falls below the offering price, the company could lose money. Additionally, ATM offerings can dilute the value of existing shares.

Overall, ATM offerings can be a good way for companies to raise capital, but it is important to weigh the risks and benefits before deciding whether to do an ATM offering.

What is the purpose of an ATM offering?

The purpose of an ATM offering is to raise capital for the company. The company can use the proceeds from the offering for any purpose, such as to repay debt, fund an acquisition, or invest in research and development.

How does an ATM offering work?

An ATM offering works by allowing the company to sell its shares directly to the market at prevailing market prices. The company can sell shares through an ATM offering at any time, and the amount of shares sold can vary depending on the company’s needs.

When a company conducts an ATM offering, it will typically hire a broker-dealer to help it sell the shares. The broker-dealer will then sell the shares to investors at the prevailing market price. The company will receive the proceeds from the sale of the shares, which it can then use for whatever purpose it deems necessary.

What are the benefits of an ATM offering?

There are a number of benefits to conducting an ATM offering. For example, ATM offerings can help companies to raise capital quickly and easily. Additionally, ATM offerings can help companies to avoid the costs and scrutiny associated with a traditional secondary offering.

ATM offerings can also be a good way for companies to raise capital from a wider range of investors. This is because ATM offerings can be done without having to file a prospectus or obtain shareholder approval. This means that ATM offerings can be open to a wider range of investors, including retail investors and institutional investors.

What are the risks of an ATM offering?

There are also some risks associated with ATM offerings. For example, if the market price of the company’s shares falls below the offering price, the company could lose money. Additionally, ATM offerings can dilute the value of existing shares.

Overall, ATM offerings can be a good way for companies to raise capital, but it is important to weigh the risks and benefits before deciding whether to do an ATM offering.

How does an ATM offering affect the company’s stock price?

The impact of an ATM offering on the company’s stock price can vary depending on a number of factors, such as the size of the offering, the company’s financial condition, and the market conditions. However, generally speaking, ATM offerings can cause the company’s stock price to decline. This is because the sale of new shares increases the supply of shares available to the market, which can drive down the price of the stock.

What are some of the alternatives to ATM offerings?

There are a number of alternatives to ATM offerings, such as traditional secondary offerings, private placements, and debt financing. The best option for a company will depend on a number of factors, such as the amount of capital needed, the company’s financial condition, and the market conditions.

Here are some of the key documents and timing involved in an ATM offering:

• Equity Distribution Agreement: This is an agreement between the company and the broker-dealer that will be selling the shares. The agreement will outline the terms of the offering, such as the price of the shares and the commission to be paid to the broker-dealer.
• Prospectus: This is a document that must be filed with the Securities and Exchange Commission (SEC) before the offering can commence. The prospectus will provide information about the company and the offering, such as the company’s financial condition and the use of the proceeds from the offering.
• Form 8-K: This is a report that must be filed with the SEC within 15 days of the completion of the offering. The Form 8-K will provide information about the results of the offering, such as the amount of shares sold and the proceeds received by the company.

The timing of an ATM offering can vary depending on the company and the market conditions. However, typically, the company will file the prospectus with the SEC and begin the offering process several weeks before it actually needs the proceeds from the offering. This allows the company to gauge investor interest and adjust the terms of the offering as needed.

The company will typically continue to sell shares through the ATM offering until it has raised the desired amount of capital. Once the company has raised the desired amount of capital, it will terminate the ATM offering and cease selling shares.

A Confidentially Marketed Public Offering (CMPO)

A confidentially marketed public offering (CMPO) is a type of public offering that allows a company to raise capital without having to file a prospectus or obtain shareholder approval. In a CMPO, the company sells shares directly to institutional investors without any general solicitation or advertising.

CMPOs are a relatively new type of offering, but they have become increasingly popular in recent years. They offer a number of advantages over traditional public offerings, including:

• Reduced costs. CMPOs are typically much less expensive than traditional public offerings. This is because they do not require the company to file a prospectus or obtain shareholder approval.
• Increased flexibility. CMPOs allow companies to raise capital quickly and easily. This is because they do not require the company to go through the traditional public offering process, which can be time-consuming and expensive.
• Increased confidentiality. CMPOs allow companies to raise capital without having to disclose their financial information to the public. This can be beneficial for companies that are concerned about competitors or investors learning about their financial condition.

However, there are also some disadvantages to CMPOs, including:

• Reduced liquidity. Shares sold in a CMPO are typically not as liquid as shares sold in a traditional public offering. This is because they are not available to retail investors.
• Increased risk. CMPOs are considered to be a riskier investment than traditional public offerings. This is because there is less information available about the company and its financial condition.

Overall, CMPOs can be a good option for companies that are looking to raise capital quickly and easily. However, it is important to weigh the risks and benefits before deciding whether to do a CMPO.

Required documents

There are a number of documents that must be filed with the Securities and Exchange Commission (SEC) in order to conduct a CMPO. These documents include:

• Form 8-K. This report must be filed within 15 days of the completion of the offering. The Form 8-K will provide information about the results of the offering, such as the amount of shares sold and the proceeds received by the company.
• Prospectus. This is a document that must be filed with the SEC before the offering can commence. The prospectus will provide information about the company and the offering, such as the company’s financial condition and the use of the proceeds from the offering.
• Form 4. This report must be filed by any person who sells shares in the offering. The Form 4 will disclose the amount of shares sold and the price at which they were sold.

Process

The process of conducting a CMPO typically begins with the company contacting a broker-dealer to discuss the possibility of conducting an offering. The broker-dealer will then help the company to prepare the necessary documents and to file them with the SEC. Once the SEC has approved the offering, the company can begin selling shares to institutional investors.

Timing

The timing of a CMPO can vary depending on a number of factors, such as the company’s financial condition and the market conditions. However, typically, CMPOs are conducted during times when the stock market is strong and when there is a high demand for new investment opportunities.

De-SPAC: A Guide to the Process

A de-SPAC, also known as a reverse merger, is a process by which a special purpose acquisition company (SPAC) merges with a private company to take it public.

The SPAC raises money from investors by selling shares in its initial public offering (IPO). The SPAC then uses the proceeds from the IPO to acquire a private company. The private company then becomes a public company through the merger with the SPAC.

Since 2020, there have been over 1,000 de-SPACs.

There are a number of advantages to de-SPACing. First, it is a faster way to go public than a traditional IPO. Second, it gives private companies access to the public markets without having to go through the traditional IPO process. Third, it gives private companies access to the capital they need to grow their businesses.

However, there are also some disadvantages to de-SPACing. First, there is a risk that the private company will not be able to meet the expectations of investors. Second, there is a risk that the private company will not be able to maintain its growth rate after it goes public. Third, there is a risk that the private company will be acquired by a larger company before it has a chance to grow on its own.

Overall, de-SPACing is a new and innovative way to go public. It offers a number of advantages to private companies, but it also comes with some risks.

Timing

The timing of a de-SPAC can vary depending on a number of factors, such as the market conditions and the specific requirements of the SPAC and the target company. However, typically, de-SPACs are conducted during times when the stock market is strong and when there is a high demand for new investment opportunities.

Documents

The following are some of the documents that are typically filed in connection with a de-SPAC:

• The S-4 registration statement
• The definitive agreement
• The proxy statement
• The prospectus

Process

The de-SPAC process typically begins with the SPAC identifying a target company that it believes would be a good fit for its business model. The SPAC then conducts due diligence on the target company and negotiates a definitive agreement. Once the definitive agreement is signed, the SPAC files the S-4 registration statement with the Securities and Exchange Commission (SEC). The SEC reviews the S-4 registration statement and typically takes 3-6 months to approve it. Once the S-4 registration statement is approved, the SPAC can begin soliciting votes from its shareholders on the merger. If a majority of the shareholders approve the merger, the SPAC and the target company will merge and the target company will become a public company.

Costs

The costs of a de-SPAC can vary depending on a number of factors, such as the size of the SPAC, the complexity of the transaction, and the legal fees incurred.

Listing Requirements for a Nasdaq IPO: What Companies Need to Know

Going public through an initial public offering (IPO) can be an exciting and rewarding time for companies. It’s a significant milestone in a company’s growth and can provide access to additional capital and increased visibility in the marketplace. However, the process of going public can be complex and requires careful planning and execution. In this blog post, we’ll explore the listing requirements for a Nasdaq IPO and what companies need to know to successfully navigate the process.

Financial Requirements:

One of the key requirements for a Nasdaq IPO is meeting certain financial benchmarks. This includes a minimum of $5 million in stockholders’ equity and a minimum of 1.25 million publicly traded shares outstanding. Additionally, Nasdaq requires a minimum market capitalization of $50 million for listing. Companies must also have at least two years of operating history to list on Nasdaq.

Share Price and Corporate Governance:

Companies must also meet certain share price and corporate governance requirements to list on Nasdaq. The minimum bid price for a company’s stock must be at least $4 per share at the time of listing. Nasdaq also has corporate governance requirements that companies must meet, such as having a majority of independent directors on its board and having an audit committee that meets certain standards.

Disclosure Requirements and Compliance with Laws:

In order to list on Nasdaq, companies must meet certain disclosure requirements and comply with all applicable laws and regulations. This includes filing regular reports with the Securities and Exchange Commission (SEC) and complying with Nasdaq’s own reporting requirements.

Navigating the Nasdaq IPO Process:

Navigating the Nasdaq IPO process can be complex and requires careful planning and execution. It’s important for companies to work closely with their underwriters and legal counsel to ensure that they meet all of the necessary criteria for a successful listing on Nasdaq. This includes carefully reviewing all of the listing requirements, preparing the necessary documentation, and ensuring compliance with all applicable laws and regulations.

Conclusion:

Going public through an IPO can be a significant milestone for companies, but it requires careful planning and execution. The listing requirements for a Nasdaq IPO are complex and require companies to meet certain financial benchmarks, share price requirements, corporate governance requirements, and disclosure requirements. By working closely with legal counsel such as Carmel, Milazzo & Feil and underwriters, companies can successfully navigate the Nasdaq IPO process and achieve a successful listing on one of the major stock exchanges in the United States.

The IPO: Form S-1 vs. Form F-1

Preparing for an initial public offering (IPO) is a complex process that requires careful planning and execution. One of the key components of an IPO is filing a registration statement with the Securities and Exchange Commission (SEC). There are two types of registration statements that companies can file: Form S-1 and Form F-1. In this blog post, we’ll explore the differences between these two forms and what companies need to know to successfully navigate the IPO process.

Form S-1:

Form S-1 is the most commonly used registration statement for U.S. companies that are planning an IPO. This form is also used for other offerings of securities, such as secondary offerings. Form S-1 requires companies to provide detailed information about their business and financial condition. This includes information about the company’s management, operations, risks, and financial statements. Companies must also provide detailed information about their planned use of proceeds from the offering.

One of the benefits of using Form S-1 is that it allows companies to register a wide range of securities, including common stock, preferred stock, debt securities, and warrants. It also allows companies to register securities for resale by selling shareholders.

Form F-1:

Form F-1 is used by foreign companies that wish to list their securities on a U.S. stock exchange, such as the New York Stock Exchange or the Nasdaq. One of the key differences between Form S-1 and Form F-1 is that Form F-1 requires additional information about the issuer and its home country. This includes information about the political and economic conditions in the issuer’s home country, as well as any risks associated with investing in that country.

Companies filing a Form F-1 must also provide financial statements that are prepared in accordance with International Financial Reporting Standards (IFRS) or U.S. Generally Accepted Accounting Principles (GAAP). This is an important consideration for foreign companies that are accustomed to preparing financial statements under different accounting standards.

Conclusion:

In summary, Form S-1 is used by U.S. companies to register securities, while Form F-1 is used by foreign companies that wish to list their securities on a U.S. stock exchange. While both forms require companies to provide detailed information about their business and financial condition, there are some key differences in the information that must be provided, particularly regarding the issuer’s home country and financial statements.

Companies that are considering an IPO should work closely with their legal counsel and underwriters to determine which form is appropriate for their particular situation. The IPO process can be complex and requires careful planning and execution. By understanding the differences between Form S-1 and Form F-1, companies can successfully navigate the registration process and achieve a successful listing on a U.S. stock exchange.

Understanding Secondary Offerings: A Comprehensive Guide for Companies and Shareholders

As a lawyer, I often get asked about secondary offerings and the process involved in conducting one. In this blog post, I will provide a detailed overview of what a secondary offering is, the documents and steps involved in the process, and the timing considerations that should be taken into account.

What is a Secondary Offering?

A secondary offering is the sale of additional shares of a company’s stock by existing shareholders, rather than by the company itself. This type of offering provides a way for existing shareholders to sell some or all of their shares in a company to the public or other investors. The proceeds from the sale of the shares go directly to the selling shareholders, rather than to the company.

Documents and Process Involved

The process of a secondary offering involves several steps and documents that need to be carefully considered and prepared. These steps include:

1. Registration Statement

The selling shareholders must file a registration statement with the Securities and Exchange Commission (SEC) prior to the offering. This statement contains information about the company, its financial statements, and the securities being offered. It is important to ensure that the information provided in the registration statement is accurate and complete, as any material misstatements or omissions could result in liability for the selling shareholders.

2. Underwriting Agreement

The selling shareholders will typically work with an investment bank or other underwriter to facilitate the offering. The underwriting agreement sets out the terms of the offering, including the price, number of shares, and other conditions. It is important to ensure that the underwriting agreement is carefully drafted to reflect the terms of the offering and to protect the interests of the selling shareholders.

3. Prospectus

The prospectus is a document that provides detailed information about the offering to potential investors. It includes information about the company, the shares being offered, and the risks associated with investing in the company. The prospectus must be carefully drafted to ensure that it is accurate and complete, and that it complies with applicable securities laws.

4. Marketing and Pricing

The underwriter will work to market the offering to potential investors and determine the price at which the shares will be sold. It is important to ensure that the marketing materials and pricing are consistent with the terms of the offering and the disclosures made in the registration statement and prospectus.

5. Closing

Once the offering is priced and marketed, the underwriter will purchase the shares from the selling shareholders and then resell them to investors. It is important to ensure that the closing process is properly documented and that all necessary approvals are obtained.

Timing Considerations

The timing of a secondary offering can vary depending on a number of factors, including market conditions and the regulatory approval process. The SEC typically reviews registration statements within 30 days of filing, but the process can take longer if the agency has questions or concerns. The underwriting process, marketing, and pricing can also take several weeks or even months to complete. In some cases, the company may need to obtain shareholder approval before the offering can proceed. Overall, the timing of a secondary offering can range from several weeks to several months, depending on the complexity of the offering and the regulatory requirements involved.

Conclusion

A secondary offering can be a complex and time-consuming process that requires careful planning and preparation. As a lawyer, I strongly advise companies and selling shareholders to work with experienced professionals to ensure that all legal and regulatory requirements are properly addressed. This can help to minimize the risk of liability and ensure that the offering proceeds smoothly and efficiently.

Sichenzia Ross Ference LLP Team Featured in China Business Law Journal

Press Release – New York, NY – March 27, 2023 – Sichenzia Ross Ference LLP team members were recently featured in China Business Law Journal for their leadership with healthcare firm client ETAO International Group as it closed its combination with special purpose acquisition company (SPAC) Mountain Crest Acquisition III  The article entitled, Quartet advises ETAO’s USD1bn de-SPAC listing, includes the following quote:

“Healthcare firm ETAO International Group closed its combination with special purpose acquisition company (SPAC) Mountain Crest Acquisition III with legal services from Sichenzia Ross Ference…

…was led by partners Lou Huan, Jay Kaplowitz and David Manno…”

Sichenzia Ross Ference LLP Represents Spartan Capital Securities, LLC in a $1.25 Million U.S. Private Placement of Alpha Cognition, Inc.

Press Release – New York, NY – March 15, 2023 – Sichenzia Ross Ference LLP today announced that it represented Spartan Capital Securities, LLC  in a $1.25 million U.S. private placement offering of Alpha Cognition, Inc. a (OTC: ACOGF), a Canadian biopharmaceutical company committed to developing novel therapies for people with neurodegenerative disorders. The offering consisted of approximately 6.5 million units at an approximate purchase price $0.19 per unit. Each unit consisted of one common share of the Issuer and one share purchase warrant. Each Warrant entitles the Purchaser to one additional common share of the Issuer at a price of approximately $0.28 per Warrant Share for a period of five years from the closing date. 

Partners Gregory Sichenzia and Jay Yamamoto led the Sichenzia Ross Ference LLP team.

Sichenzia Ross Ference LLP Represents EzFill Holdings, Inc., in $2,096,000 At-The-Market Offering Facility

Press Release – New York, NY – February 27, 2023 – Sichenzia Ross Ference LLP announced today that it represented EzFill Holdings, Inc. (NASDAQ: “EZFL”), a pioneer in the mobile fuel industry, in a $2,096,000 At-The-Market offering facility (the “ATM”).

The shares were registered on EZFL’s Registration Statement on Form S-3 (File No. 333-268960) filed with the Securities and Exchange Commission on December 22, 2022. ThinkEquityLLC acted as agent for the ATM.  

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and David Manno and associates Matthew Siracusa and Kayla Scoccola.

CMF Represents Treasure Global Inc. In $5.5 Million Convertible Debt Facility

CMF Represents Soter Technologies Inc. In $2 Million Private Placement

Sichenzia Ross Ference LLP Represents ShiftPixy, Inc. in $8 Million At-The-Market Offering Facility

Press Release – New York, NY – March 1, 2023 – Sichenzia Ross Ference LLP announced today that it represented ShiftPixy, Inc. (NASDAQ “PIXY”) a national staffing enterprise, in an $8 million At-The-Market offering facility (“ATM”).

The shares were registered on ShiftPixy’s Registration Statement on Form S-3 (File No. 333-269477) filed with the Securities and Exchange Commission on January 31, 2023 and declared effective by the SEC on February 13, 2023, and the prospectus supplement relating to the ATM filed with the SEC on January 31, 2023.

A.G.P./Alliance Global Partners acted as agent for the ATM.  

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Jeff Cahlon, and Jay Yamamoto.

Sichenzia Ross Ference LLP Represents ETAO International Group In Its Business Combination with Mountain Crest Acquisition Corp. III

Press Release – New York, NY – February 22, 2023– Sichenzia Ross Ference LLP announced today that it has represented ETAO International Group (“EIG”), a digital healthcare group, on a business combination transaction with Mountain Crest Acquisition Corp. III, a then publicly traded special purpose acquisition company (“SPAC”) and such transaction has closed on February 17, 2023. The securities of ETAO International Co., Ltd. (“ETAO”), the parent holding company of the resulting combined company, commenced trading on Nasdaq under the ticker symbol “ETAO” on February 21, 2023.

The shareholders of the SPAC approved the transaction at a special meeting held on February 7, 2023, and the transaction was also approved by EIG’s stockholders. EIG’s management team, led by Founder and Chief Executive Officer, Wilson Liu, will lead the combined company, along with Chief Financial Officer, David Muson.

The Sichenzia Ross Ference LLP team was led by partners Huan Lou, Jay Kaplowitz, David Manno, and associate Jiayi Ji.

Sichenzia Ross Ference LLP Represents Laidlaw & Company (UK) Ltd. in Pricing of The NFT Gaming Company, Inc.’s $7 Million Initial Public Offering

Press Release – New York, NY – February 21, 2023 – The NFT Gaming Company, Inc. (“NFT Gaming” or the “Company”), a company developing a digital gaming platform and community that will offer users the ability to mint unique avatars playable in all of the games on the platform in the form of non-fungible tokens, or “NFTs,” today announced the pricing of its initial public offering of 1,686,747 shares of common stock (the “Common Stock”) at a public offering price of $4.15 per share of Common Stock, for aggregate gross proceeds of approximately $7 million, prior to deducting underwriting discounts, commissions, and other offering expenses and excluding any exercise of the underwriters’ option to purchase any additional securities as described herein. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 253,012 shares of Common at the public offering price less the underwriting discounts and commissions.

Laidlaw & Company (UK) Ltd. and Revere Securities LLC, are acting as joint book-running managers for the offering. 

Team led by partners Darrin Ocasio, Barrett DiPaolo and Avital Perlman, and associates Matthew Siracusa and Kayla Scoccola.

Sichenzia Ross Ference LLP Represents Bullfrog AI Holdings, Inc. in $8.4 Million Initial Public Offering of Common Stock 

Press Release – New York, NY – February 16, 2023 – Sichenzia Ross Ference LLP announced today that it represented Bullfrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine, in a $8.4 million initial public offering. The offering consisted of 1,297,318 at a price of $6.50 per unit. Each unit consists of one share of the Company’s common stock, one tradeable warrant to purchase one share of common stock at an exercise price of $7.80 per share, and one non-tradeable warrant, to purchase one share of the Company’s common stock at an exercise price of $8.125. 

The Sichenzia Ross Ference LLP team was led by partner Arthur Marcus and associates Matthew Siracusa and Kayla Scoccola.

Sichenzia Ross Ference LLP Represents Spartan Capital Securities, LLC in $6.25 Million Registered Direct Offering of Common Stock of Processa Pharmaceuticals, Inc.

Press Release – New York, New York – February 15, 2023 – Sichenzia Ross Ference LLP announced today that it represented Spartan Capital Securities, LLC in a registered direct offering of common stock of Processa Pharmaceuticals, Inc. (NASDAQ: PCSA) (the “Company”), a diversified clinical-stage company developing next generation chemotherapy drugs. The Company has entered into definitive agreements with investors for the purchase and sale of 7,812,544 common shares at a purchase price of $0.80 per share priced at-the-market under NASDAQ rules. The gross proceeds from the registered direct offering were $6.25 million. 

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Avital Perlman, associate Kayla Scoccola, and law clerk Anastasia Hayes.

Sichenzia Ross Ference LLP Represents H.C. Wainwright in $5 Million Public Offering of Staffing 360 Solutions, Inc.

Press Release – New York, NY – February 14, 2023 – Sichenzia Ross Ference LLP announced today that it represented H.C. Wainwright & Co., LLC in a $5 million public offering of securities of Staffing 360 Solutions, Inc. (NASDAQ: “STAF”), a company engaged in the execution of an international buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States and United Kingdom. The offering consisted of 1,884,516 units (or pre-funded units in lieu thereof), each unit consisting of one share of common stock (or pre-funded warrant in lieu thereof) and one warrant to purchase one share of common stock, at an offering price of $2.6532 per unit. The warrants have an exercise price of $2.47 per share, are immediately exercisable, and will expire five years from issuance. 

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Jeff Cahlon and Avital Perlman and associates Christian Lichtenberger and Jack Fattal.

Sichenzia Ross Ference LLP Represents E-Home Household Service Holdings Limited in $70 Million Shelf-takedown

Press Release – New York, NY – February 10, 2023 – Sichenzia Ross Ference LLP announced today that it represented E-Home Household Service Holdings Limited, (“The Company”) (NASDAQ: “EJH”) a household service company based in Fuzhou, China, in a $70 million shelf-takedown. The Company sold 183,077,333 ordinary shares in the registered direct offering. 

The Sichenzia Ross Ference LLP team was led by partners Huan Lou, David B. Manno,  and associates Mayank Pradhan and Jiayi “Jay” Ji.

Sichenzia Ross Ference LLP Represents Alset Inc. in $3.8 Million Underwritten Public Offering of Common Stock

Press Release – New York, NY – February 9, 2023 – Sichenzia Ross Ference LLP announced today that it represented Alset Inc. (NASDAQ: AEI), a diversified company engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities, in its underwritten public offering of common stock. The offering consisted of 1,727,273 shares of common stock at a price of $2.20 per share, for gross proceeds of approximately $3.8 million. 

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Darrin Ocasio, Avital Perlman, and associates Matthew Siracusa and Kayla Scoccola.

Sichenzia Ross Ference LLP Represents Genetic Technologies in a $5 Million Registered Direct Offering 

Press Release – New York, NY – February 9, 2023 – Sichenzia Ross Ference LLP announced today that it represented Genetic Technologies Limited (the “Company”) (ASX:GTG, NASDAQ: GENE), a global leader in guideline-driven genomics-based tests in health, wellness, and serious diseases, in a $5 million registered direct offering of American Depositary Shares (“ADSs”). The registered direct offering consisted of 2,307,693,000 ordinary shares represented by 3,846,155 ADSs at an offering price of $1.30 per ADS.

The Sichenzia Ross Ference LLP team was led by partners Darrin Ocasio and Avital Perlman and associate Matthew Siracusa. 

Sichenzia Ross Ference to Sponsor Gravitas Securities 6th Annual Growth Conference

Sichenzia Ross Ference LLP is pleased to announce that it will be sponsoring Gravitas Securities 6th Annual Growth Conference, which will take place in person on Thursday, March 2, 2023, at the Fairmont Pacific Rim Hotel in Vancouver, BC.

This event will feature some of the most prominent names in the small-cap community and include an extensive audience of venture capital, family office, and institutional investors, as well as investment bankers from all over Canada and abroad.

If you are interested in attending the event, please register by contacting events@gravitassecurities.com. We look forward to connecting with all of our valued partners at the event!

Sichenzia Ross Ference LLP Represents Sharps Technology, Inc. in $3.8 Million Private Placement Priced At-the-Market

Press Release – New York, NY – February 6, 2023 – Sichenzia Ross Ference LLP announced today that it represented Sharps Technology, Inc. (Nasdaq: STSS and STSSW) (the “Company”), an innovative medical device company offering patented, best-in-class, single use smart safety syringe products, in its private placement priced at-the market. The Company issued 2,248,521 units at a purchase price of $1.69 per unit priced at-the-market under NASDAQ rules. Each unit consists of one share of common stock and one non-tradable warrant exercisable for one share of common stock at a price of $1.56. The warrants have a term of five years from the issuance date. The gross proceeds were $3.8 million before deducting fees to the placement agent and other offering expenses payable by the Company.  

The Sichenzia Ross Ference LLP team was led by partner Arthur Marcus and associates Matthew Siracusa, Rohini Sud, and Jack Fattal.  

Sichenzia Ross Ference LLP Represents EF Hutton in $57.5 Million Initial Public Offering of Cetus Capital Acquisition Corp. 

Press Release – New York, NY – February 6, 2023 – Sichenzia Ross Ference LLP announced today that it represented EF Hutton, division of Benchmark Investments LLC, in a $57.5 Million Initial Public Offering of Cetus Capital Acquisition Corp (NASDAQ: “CETUU”). The offering consisted of 5,750,000 units, including the underwriter’s over-allotment, at $10.00 per unit and was listed on the Nasdaq Capital Market for trading on Wednesday, February 1st, 2023. Each unit consists of one share of the Company’s Class A common stock, one redeemable warrant, and one right.

The Sichenzia Ross Ference LLP team was led by partners Huan Lou, David Manno and associate Kayla Scoccola.

EF Hutton: May 10-11 in NYC

Roth: March 14-16 in Laguna Beach

Wall Street: February 6-8 in Miami

Sichenzia Ross Ference LLP Represents EF Hutton in $8.4 Million Simultaneous Registered Direct Offering and Private Placement of Securities of Nemaura Medical, Inc.

Press Release – New York, NY – January 2023 – Sichenzia Ross Ference LLP announced today that it represented EF Hutton, division of Benchmark Investments LLC, acting as the exclusive placement agent, in a registered direct and private placement of the securities of Nemaura Medical, Inc. (NASDAQ: NMRD), a medical technology company focused on developing and commercializing non-invasive wearable sensors and supporting personalized lifestyle and weight reduction programs.

The Sichenzia Ross Ference LLP team was led by partners Darrin Ocasio and Jeff Cahlon, associate Mayank Pradhan and senior paralegal Raquel Vazquez.

CMF Represents EF Hutton In $5 Million Registered Direct Offering And Concurrent Private Placement Of Apptech Payments Corp.

CMF Represents Wallachbeth Capital In $8.4 Million IPO Of Bullfrog AI Holdings, Inc.

Sichenzia Ross Ference LLP Represents Verb Technology Company, Inc. in $7.2 Million Underwritten Public Offering of Common Stock

Press Release – New York, NY – January 26, 2023 – Sichenzia Ross Ference LLP announced today that it represented Verb Technology Company, Inc. (NASDAQ: VERB), the leader in interactive video-based sales-enablement applications, in a $7.2 Million Underwritten Public Offering of common stock. The offering consisted of 36,051,000 shares of common stock (the “Offering”) at a price of $0.20 per share. 

Aegis Capital Corp. acted as the sole book-running manager for the Offering.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Marcelle Balcombe, senior paralegal Raquel Vazquez, and law clerk Anastasia Hayes.

Sichenzia Ross Ference LLP Represents Jupiter Wellness, Inc. in $4.1 Million Registered Direct Offering and Concurrent Private Placement of Warrants

Press Release – New York, NY – January 24, 2023 – Sichenzia Ross Ference LLP announced today that it represented Jupiter Wellness, Inc., (“The Company”) (NASDAQ: “JUPW”) a leading developer of CBD based skin care therapeutics and treatments, in a registered direct and concurrent private placement of warrants. The Company purchased and sold 4,315,757 shares in the registered direct offering. In the coinciding private placement, The Company has also issued and sold to the investor 8,631,574 warrants to purchase up to one share of common stock each at an exercise price of $1.00 per share. The aggregate gross proceeds from both the offerings were approximately $4.1 million.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Arthur Marcus, Jeff Cahlon and associates Mayank Pradhan and Rohini Sud.

Sichenzia Ross Ference LLP Represents Network 1 Financial Securities, Inc.  in $69 Million Public Offering of Horizon Space Acquisition I Corp.

Press Release – New York, NY – December 27, 2022 – Sichenzia Ross Ference LLP announced that it represented Network 1 Financial Securities, Inc. in the public offering of Horizon Space Acquisition I Corp. (the “Company”), a newly organized blank check company incorporated as a Cayman Islands exempted company.

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CMF Represents MGO Global, Inc. In $8,500,000 IPO To Nasdaq

NEW YORK, NY / ACCESSWIRE / January 13, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented MGO Global Inc. (NASDAQ:MGOL), operator of The Messi Store (“MGO Global” or the “Company”), in its initial public offering of 1,500,000 shares of its common stock at a price to the public of $5.00 per share for a total of $8,500,000 of gross proceeds to the Company, which includes the overallotment (the “Offering”), before deducting underwriting discounts, commissions and other Offering expenses. In addition, MGO Global has granted the underwriters a 45-day option to purchase up to an additional 225,000 shares of its common stock at the public offering price of $5.00 per share, less the underwriting discounts and commissions, to cover over-allotments, if any.

The shares are expected to begin trading on The Nasdaq Capital Market today January 13, 2023, under the ticker symbol “MGOL.” The Offering is expected to close on January 18, 2023 subject to the satisfaction of customary closing conditions.

Boustead Securities, LLC and Sutter Securities, Inc. are acting as the underwriters for the Offering.

A registration statement on Form S-1, as amended (File No. 333-268484) relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on January 12, 2023. The Offering is being made only by means of a prospectus. A copy of the final prospectus relating to the Offering will be filed with the SEC and will be available the SEC’s website at www.sec.gov. A copy of the final prospectus relating to the Offering may be obtained, when available from Boustead Securities, LLC by way of emailing requests to offerings@boustead1828.com; or by calling 1-949-502-4408; or by request by standard mail to Boustead Securities, LLC, Attention: Equity Capital Markets, 6 Venture, Suite 395, Irvine, California 92618, USA.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About MGO Global Inc.

Founded in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO Global is a performance-driven lifestyle brand portfolio company focused on strategically leveraging the fame, celebrity power and global social media influence of world class athletes, entertainers and other cultural icons to create fresh, modern and compelling product and apparel brands aligned with and inspired by the values, personal styles and aspirations of our valued brand partners. Anchored by MGO Global’s end-to-end, scalable brand development platform, coupled with its leadership’s track records of success and industry relationships and expertise, in late 2018, the Company launched The Messi Brand – a premium line of functional and sporty casual wear, accessories and homewares inspired by legendary pro soccer player Leo Messi and found at www.TheMessiStore.com. For more information on MGO Global, please visit www.mgoglobalinc.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and the Messi Brand and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, successfully managing and perpetuating the Company’s licensing rights with Leo Messi Management, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

CMF Represents Siyata Mobile Inc. In $3,608,571 Warrant Exercise And Exchange Transaction

CMF Represents EF Hutton In $3,000,000 Pipe For Grom Social Enterprises, Inc.

New York, NY, Jan. 25, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) represents EF Hutton in $3,000,000 PIPE for Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (“Grom” or the “Company”), a media, technology and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, today announced that it has entered into a securities purchase agreement with a single institutional investor to raise gross proceeds of approximately $3.0 million through the private placement of 1,327,434 shares of common stock (or pre-funded warrants in lieu thereof), and warrants to purchase 2,323,010 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with accompanying warrants at a combined effective purchase price of $2.26 priced at-the-market under Nasdaq rules. The pre-funded units will be sold at the same price less the pre-funded warrant exercise price of $0.01. The warrants will be immediately exercisable from the date of issuance at an initial exercise price of $2.26 per share, subject to adjustments as set forth therein, and will expire five years from the date of issuance. The closing of the private placement is expected to occur on January 27, 2023, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement.

The Company intends to use the net proceeds from the private placement for general working capital and administrative purposes.

EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the offering.

The shares of common stock, pre-funded warrants, and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. (NASDAQ: GROM) is a growing social media platform and original content provider of entertainment for children under 13 years of age, which provides safe and secure digital environments for kids that can be monitored by their parents or guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and apps) that entertain children, let them interact with friends, access relevant news, and play proprietary games while teaching them about being good digital citizens. The Company owns and operates Top Draw Animation, which produces award-winning animation content for some of the largest international media companies in the world. The company owns an 80% stake in Curiosity Ink Media, which is a global media company that develops, acquires, builds, grows and maximizes the short, mid, and long-term commercial potential of Kids & Family entertainment properties and associated business opportunities. Grom also includes Grom Educational Services, which has provided web filtering services for K-12 schools, government and private businesses. For more information, please visit the Company’s website at gromsocial.com or for investor relations information, please visit investors.gromsocial.com.

Safe Harbor Statement

This press release may contain forward-looking statements about Grom Social Enterprises, Inc. activities that are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues and any payment of dividends on our common stock, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods, and other risks set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to general stock market conditions. We have incurred and will continue to incur significant expenses in the expansion of our existing and new service lines, noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long-term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations where we will be providing services, the impact of which cannot be predicted at this time. All forward-looking statements speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CMF Represents Revere Securities LLC In $7,500,000 IPO Of Brera Holdings PLC

Sichenzia Ross Ference LLP Represents mCloud Technologies Corp. in $25 Million Public Offering  

Press Release – New York, NY – December 29, 2022 – Sichenzia Ross Ference LLP today announced that it represented mCloud Technologies Corp. (NASDAQ: MCLD, MCLDW, MCLDP) (TSX-V: MCLD), a provider of cloud technology solutions optimizing the performance, reliability, and sustainability of energy-intensive assets (“mCloud”), in its public offering of up to $25,000,000 9.0% Series A Cumulative Perpetual Preferred Shares, with a liquidation preference of $25.00 per share (the “Series A Preferred Shares”), and up to 25,000,000 warrants to purchase one common share.  The Series A Preferred Shares have been approved for listing on the Nasdaq Capital Market and are expected to begin trading under the symbol “MCLDP” on December 30, 2022.  The warrants are identical to, and will be listed on the Nasdaq Capital Market along with, the warrants issued by mCloud in November 2021 that are currently listed on The Nasdaq Capital Market under the symbol “MCLDW.” 

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Sichenzia Ross Ference LLP Represents Aegis Capital Corp. in $8 Million Underwritten Public Offering of BiondVax Pharmaceuticals Ltd.

Press Release – New York, NY – December 21, 2022 – Sichenzia Ross Ference LLP today announced that it represented Aegis Capital Corp. as sole book running manager in the $8 Million underwritten public offering of BiondVax Pharmaceuticals, a biotechnology company which focuses on developing, manufacturing, and commercializing innovative immunotherapeutic products. The offering consisted of 1,600,000 units and pre-funded units, with each unit consisting of one American Depositary Share (“ADS”)  and two warrants, each to purchase one ADS,  at a combined purchase price of $5.00 per unit (or $4.999 per pre-funded unit after reducing $0.001 attributable to the exercise price of the pre-funded warrants).  The gross proceeds of the offering to the company were approximately $8 million.

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CMF Represents EF Hutton In $5 Million Public Offering Of Grom Social Enterprises, Inc. (Nasdaq: GROM)

CMF Represents Alexander Capital LP In $11,025,000 Initial Public Offering Of Adamas One Corp. (Nasdaq: JEWL)

New York, NY, Dec. 09, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Alexander Capital LP in the initial public offering of Adamas One Corp. (Nasdaq: JEWL) (“Adamas One” or the “Company”), The Original Lab-Grown Diamond Company ™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond materials for industrial uses, today announced the pricing of its underwritten initial public offering of 2,450,000 shares of common stock at an initial public offering price of $4.50 per share for gross proceeds of $11,025,000, before underwriting discounts and commissions and estimated offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to 367,000 additional shares of common stock at the offering price, less the underwriting discount.

The shares are expected to begin trading on The Nasdaq Capital Market on December 9, 2022, under the ticker symbol “JEWL.” The offering is expected to close on December 13, 2022, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds of this offering primarily for general corporate purposes, including working capital, R&D, operating expenses which may include debt repayment and capital expenditures.

Advisor Details

Alexander Capital, LP is acting as sole book-running manager for the offering. Greenberg Traurig LLP and Lucosky Brookman LLP served as co-counsel to Adamas. Carmel, Milazzo & Feil LLP served as counsel to the underwriters.

The securities described above are being offered by Adamas pursuant to a registration statement on Form S-1 (File No. 333-265344) that was filed with and declared effective by the U.S. Securities and Exchange Commission on November 14, 2022. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital, LP, 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Adamas One Corp

Adamas is a lab-grown diamond manufacturer that produces near flawless single-crystal diamonds for gemstone and industrial applications, in its facilities in Greenville, South Carolina. The Company holds 36 patents and uses its proprietary chemical vapor deposition (CVD) to grow gem-sized and smaller diamond crystals. Adamas One™ lab-grown diamonds have the same physical, chemical and optical properties as mined diamonds. The Company’s controlled manufacturing processes enables it to produce very high-quality, high-purity, single-crystal colorless, near colorless and fancy colored Type IIA diamonds to suit a variety of industrial and gemstone applications. The Company intends to market and sell its diamonds into the wholesale jewelry and industrial markets. For more information, visit www.adamasone.com.

Not Mined. Not Fake. Just sped up perfection. ™

Forward-Looking Statements

This press release may include “forward-looking statements.” To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and Adamas One Corp does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

CMF Represents Dawson James Securities, Inc. In $8 Million Pipe For Nextplat Corp. (Nasdaq: NXPL)

New York, NY – December 14, 2022 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Dawson James Securities, Inc. in the PIPE for NextPlat Corp (NASDAQ:NXPL)(NXPLW) (“NextPlat” or the “Company”), a global e-commerce provider, the Company completed the private placement transaction pursuant to which the Company sold to a number of institutional and accredited investors (the “Investors”) 4,575,429 units (each, a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) one warrant to purchase a share of Common Stock. The offering price of the Units was $1.75 per Unit. The warrants included in the Units are exercisable at a price of $1.75 per share and expire three years from the date of issuance. Upon the completion of the private placement transaction, NextPlat received gross proceeds of approximately $8.0 million for the Units and retained net proceeds of approximately $7.4 million after deducting placement agent fees and offering expenses payable by the Company.

Under an agreement with the Investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of (a) the shares of common stock to be issued to the Investors, and (b) the shares of common stock underlying the warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.

Dawson James Securities, Inc. acted as the sole placement agent in connection with the offering.

ArentFox Schiff LLP, Washington, DC, acted as counsel to the Company in connection with the offering, and Carmel, Milazzo & Feil LLP served as counsel to Dawson James Securities, Inc. in connection with the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About NextPlat Corp

NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch new data-driven tools and services and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

Sichenzia Ross Ference to Sponsor Gravitas Securities 6th Annual Growth Conference

Memorandum RE: Pay v. Performance Disclosure Rules

Item 402(v) of Regulation S-K

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted Item 402(v) of Regulation S-K, requiring companies to provide certain “pay versus performance” disclosures regarding the relationship between executive compensation actually paid and the company’s financial performance in any proxy statement or information statement for which Item 402 executive compensation disclosure is required. 

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The Wall Street Conference: Nobu Hotel in Miami Beach February 6-8

The Benchmark Company’s One-on-One Investor Conference: Dec. 1 at NY Athletic Club

JP Morgan: January 9-12 at The Westin St. Francis San Francisco Union Square

Sichenzia Ross Ference LLP Represents ThinkEquity LLC in $10 Million Investment In TECO 2030

Press Release – New York, NY – November 16, 2022 – Sichenzia Ross Ference LLP announced today that it represented ThinkEquity LLC as placement agent in connection with a $10 million strategic investment in TECO 2030 AS, a Norwegian based clean tech company developing zero-emission technology for the maritime and heavy industry. The investment was in the form of 13,443,875 shares of TECO for an aggregate consideration of $7 million USD, with convertible bonds of TECO in the principal amount of $3 million USD.

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