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.

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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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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CMF Represents Toughbuilt Industries, Inc. In $7.5 Million Private Placement Priced At-The-Market Under Nasdaq Rules

New York, New York, Nov. 16, 2022 — Carmel, Milazzo & Feil LLP (CMF) announced today that it has represented ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) (NASDAQ: TBLT; TBLTW), in definitive agreements with several institutional investors for the issuance and sale of 2,619,911 shares of common stock (or pre-funded warrants in lieu thereof) and preferred investment options to purchase up to 10,619,911 shares of common stock at an offering price of $2.862692 per share (or pre-funded warrant) and accompanying preferred investment options, in a private placement priced at-the-market under Nasdaq rules. The preferred investment options are exercisable immediately upon issuance, have a term of three years and an exercise price of $2.356 per share. The private placement is expected to close on or about November 17, 2022, 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 from the offering are expected to be approximately $7.5 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 working capital purposes.

In addition, the investors in the private placement agreed to cancel preferred investment options to purchase up to an aggregate of 8,000,000 shares of common stock of the Company which were previously issued to the investors in July 2022.

The securities offered in the private placement and described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 506(b) of 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 absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. 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 securities sold in this private placement.

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, we are 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 private placement and statements concerning the anticipated consummation of the private placement and satisfaction of customary closing conditions 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) our satisfaction of the closing conditions in the private placement and our use of the net proceeds therefrom, and (xv) 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 Revere Securities In $5 Million Initial Public Offering And Nasdaq Listing For Asp Isotopes Inc.

Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Revere Securities LLC in the IPO of ASP Isotopes Inc. (“ASPI” or the “Company”) (NASDAQ: ASPI), an advanced materials company dedicated to the development of technology and processes that will allow for the production of isotopes that may be used in several industries, today announced the pricing of its initial public offering of 1,250,000 shares of its common stock at a public offering price of $4.00 per share, for aggregate gross proceeds of approximately $5.0 million before deducting underwriting discounts, commissions, and other offering expenses. In addition, ASPI has granted the underwriters a 45-day option to purchase up to an additional 187,500 shares of common stock at the public offering price 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 LLC on November 10, 2022, under the ticker symbol “ASPI” and the offering is expected to close on or about November 14, 2022, subject to satisfaction of customary closing conditions.

Revere Securities LLC is acting as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-267392), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on November 9, 2022. 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. Electronic copies of the final prospectus relating to this offering, when available, from: Revere Securities LLC, 650 5th Ave, New York, NY 10019, United States. The final prospectus will also be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

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 ASP Isotopes Inc.

ASPI is an advanced materials company dedicated to the development of technology and processes that will allow for the production of isotopes that may be used in several industries. We have an exclusive license to use proprietary technology, the Aerodynamic Separation Process (“ASP technology”) for the production, distribution, marketing and sale of all isotopes.

Our initial focus is on the production and commercialization of enriched Molybdenum-100 (“Mo-100”), and are constructing a first commercial-scale Mo-100 enrichment plant located in South Africa. We believe that the Mo-100 we may develop using the ASP technology has significant potential advantages for use in the preparation of nuclear imaging agents by radiopharmacies and others in the medical industry.

We may also seek to use the ASP technology to separate Silicon-28, which we believe has potential application in the quantum computing target end market, and Carbon-14, which we believe has potential application in the pharma/agrochemical target end market. In addition, we are considering future development of the ASP technology for the separation of Zinc-68, Ytterbium-176, Zinc-67, Nickel-64 and Xenon-136 for potential use in the healthcare target end market, and Uranium-235, Chlorine -37 and Lithium-6 for potential use in the nuclear energy target end market.

We were incorporated in Delaware in September 2021. Our principal executive offices are located at 433 Plaza Real, Suite 275, Boca Raton, Florida 33432, and our telephone number is (561) 709-3034. Our website address is www.aspisotopes.com.

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Sichenzia Ross Ference LLP Represents Murphy Canyon Acquisition Corp. in Definitive Merger Agreement with Conduit Pharmaceuticals Limited

Press Release – New York, NY November 9, 2022 – Sichenzia Ross Ference LLP announced today that it represented Murphy Canyon Acquisition Corp. (Nasdaq: MURF), a publicly traded special purpose acquisition company (SPAC) in a definitive merger agreement with Conduit Pharmaceuticals Limited (“Conduit”). The combined company is anticipated to have an implied initial enterprise value of approximately $700.49 million, and the transaction is expected to deliver cash proceeds of around $149.36 million to Conduit (assuming no redemptions). The combined company’s common stock is anticipated to be listed on Nasdaq under the ticker symbol “CDT”, which is expected to occur in the first quarter of 2023.

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Sichenzia Ross Ference LLP Represents Hudson Acquisition I Corp. in $68.4 Million Initial Public Offering

Press Release – New York, NY –  October 21, 2021 – Sichenzia Ross Ference LLP announced today that it represented Hudson Acquisition I Corp. (NASDAQ: HUDA) in its initial public offering.  HUDA is a Special Purpose Acquisition Company.  The Hudson Management team is led by CEO Jiang Hui, a seasoned financial professional with deep experiences in banking and securities business, along with an experienced board.

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Eight Sichenzia Ross Ference LLP Attorneys Selected for Inclusion on 2022 Super Lawyers Lists

Press Release – New York, NY – October 24, 2022 – Sichenzia Ross Ference LLP, a leading corporate and securities law firm, announced today that eight of its attorneys were recognized by Super Lawyers Magazine for 2022. Those members include:

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Sichenzia Ross Ference LLP Represents The Singing Machine Company, Inc. In $15 Million Senior Secured Financing with Fifth Third Bank, N.A.

Press Release – New York, NY – October 20, 2022 – Sichenzia Ross Ference LLP announced today that it represented The Singing Machine Company, Inc. (NASDAQ: MICS) (“The Company”) in its agreement with Fifth Third Bank, N.A. (“Fifth Third”) for senior secured financing. Under the agreement, Fifth Third will provide the Company with up to $15.0 million dollars in asset-based lending during the Company’s peak shipping season, and reduce to $7.5 million from January 1st to June 30th.

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CMF Represents EF Hutton In $3 Million Public Offering And Uplisting Of Castellum, Inc. To NYSE

New York, New York., Oct. 17, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) has announced today that it has represented EF Hutton as underwriter for Castellum, Inc. (NYSE: CTM) (“Castellum”, or the “Company”), a cybersecurity, electronic warfare, and IT services company, today announced the closing of its public offering of 1,500,000 shares of common stock consisting of 1,350,000 shares sold by the Company and 150,000 shares sold by certain selling stockholders, at a public offering price of $2.00 per share. In addition, Castellum has granted the underwriters a 45-day option to purchase an additional 225,000 shares of common stock. The shares began trading on the NYSE American Exchange under the ticker symbol “CTM” on October 13, 2022.

EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager for the offering.

The Company’s registration statement on Form S-1 (File No. 333-267249) relating to the offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 12, 2022. A final prospectus relating to the offering was filed with the SEC on October 14, 2022 and is 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 EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

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 the securities in the offering 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 Castellum, Inc.

Castellum, Inc. (NYSE: CTM) is a technology service and solutions company executing strategic acquisitions in Cyber Security, Information Technology, Information Warfare, Electronic Warfare, Systems Engineering, Software Engineering, and Software Development. For more information visit our website at https://castellumus.com/.

Forward Looking Statements

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, based on current expectations and assumptions concerning the Company’s future events or future performance. 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 carefully review various risks and uncertainties identified in this release and matters disclosed at www.otcmarkets.com. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

CMF Represents Siyata Mobile Inc. In $4 Million Registered Direct Offering

New York, NY/ October 10, 2022 / Carmel Milazzo & Feil LLP (“CMF”) announced today that it has represented Siyata Mobile Inc. (Nasdaq:SYTA/SYTAW) (“Siyata” or the “Company”), a global vendor of Push-to-Talk over Cellular (PoC) devices and cellular signal booster systems, in entering into a securities purchase agreement with certain institutional investors to purchase approximately $4.0 million of its common shares and pre-funded warrants in lieu thereof in a registered direct offering and warrants to purchase common shares in a concurrent private placement. The combined effective purchase price for one common share and (pre-funded warrant in lieu thereof) and one warrant will be $0.23.

Under the terms of the securities purchase agreement, Siyata has agreed to sell 15,810,000 common shares and 1,590,000 pre-funded warrants. In a private placement, which will be consummated concurrently with the offering, Siyata has also agreed to issue warrants to purchase up to an aggregate of 17,400,000 common shares. The warrants will be immediately exercisable, expire 5 years from the date of issuance and will have an exercise price of $0.23 per common share.

The gross proceeds from the offering are expected to be approximately $4.0 million. The net proceeds from this offering will be used for general corporate and working capital purposes. The completion of the offering is expected to occur on or about October 12, 2022, 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 and pre-funded warrants are being offered by the Company pursuant to a shelf registration statement on Form F-3, as amended (File No. 333-265998) that was filed with the SEC on July 1, 2022 and declared effective on July 18, 2022. The offering of the common shares and pre-funded warrants will be made only by means of a prospectus supplement that forms part of the registration statement. The warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants 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.

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. A prospectus supplement relating to the common shares and pre-funded warrants 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.

About Siyata Mobile

Siyata Mobile Inc. is a B2B global vendor of next generation Push-To-Talk over Cellular (PoC) devices and cellular booster systems. Its portfolio of in-vehicle and rugged smartphones enable 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 signal in remote areas, inside structural buildings where signals are weak and within vehicles for the maximum cellular signal strength possible.

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

CMF Represents Alternus Energy PLC In $863 Million Business Combination With Clean Earth Acquisitions Corp. (Nasdaq: CLIN)

New York, New York — Carmel, Milazzo & Feil LLP (“CMF”) has announced today that it has represented Alternus Energy Group Plc (“Alternus” or the “Company“) (OSE: ALT) in the execution of a definitive business combination agreement with Clean Earth Acquisitions Corp. (NASDAQ: CLIN) (“Clean Earth”), a climate technology and energy transition-focused special purpose acquisition company.

Under the agreement, at the closing, Alternus will transfer its equity ownership in substantially all its subsidiaries in exchange for up to 90 million newly issued shares in Clean Earth. Initially, Clean Earth will issue 55 million shares at closing (subject to a working capital adjustment capped at 1 million additional shares) plus up to 35 million shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain EBITDA and share price targets are met. Alternus will own approximately 64% of Clean Earth at closing, assuming no redemptions by Clean Earth shareholders, in which case the combined company will have approximately $220 million of cash available at closing.

The combined company is expected to have an initial equity value of approximately $863 million, assuming no redemptions by Clean Earth shareholders. The business combination valuation is based on 168MW of current operating and 649MW of in-development projects owned by Alternus, plus 845MW of contracted acquisitions with an additional 800MW of solar PV projects that Alternus has exclusive rights to purchase subject to due diligence and entering into definitive agreements. The Clean Earth Board of Directors received an independent, third-party Fairness Opinion which will be included in a proxy statement to be filed with the US Securities and Exchange Commission (“SEC”).

Closing is contingent on customary closing conditions for transactions of this nature, including Clean Earth shareholder approval, following filing of the proxy statement, approval for listing on Nasdaq, and a minimum of $25 million in cash being available at or before closing. Alternus may waive the minimum cash condition at its discretion. The transaction is expected to close in the first quarter of 2023.

On closing, Clean Earth intends to change its name to Alternus Clean Energy Inc. The combined company will be led by Vincent Browne, Chairman and Chief Executive Officer of Alternus, and the business will continue to operate as normal. Clean Earth and Alternus intend to arrange a committed capital on demand equity placement program of up $100 million, which can be called upon at the discretion of the combined company, and potentially other financing options ahead of completion of the business combination.

Alternus shares will continue to trade on the Euronext Growth market in Oslo, while Clean Earth’s common stock is expected to continue to be listed on the Nasdaq Market. Bonds issued by Solis Bond Company DAC will continue to trade as normal. Bondholders of Solis Bond Company DAC will be approached in due course in relation the transaction.

Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed by Clean Earth with the SEC and will be available at www.sec.gov and on the Clean Earth website. Alternus will file further details on the Euronext Notice including an Investor Presentation relating to the transaction. In addition, Clean Earth intends to file a proxy statement with the SEC and will file other documents regarding the proposed transaction with the SEC in due course.

Alternus Highlights

• Highly experienced management team supported by exceptional board with an extensive industry network, laying the foundation for continued strong growth as shown in recent years with over 1.5GW of projects yet to reach production.
• Successfully deployed EUR 140 million of a EUR 200 million green bond issuance and is in advanced discussions with Tier 1 European banks for up to EUR 500 million in new debt facilities.
• Positioned to capture new market share in Europe, as soaring energy costs across there are driving policy change and capital towards clean power. Alternus is also now entering the burgeoning US solar market.
• European solar PV capacity is set to grow ~40% over the next three years. The European Commission is assessing whether the European Union could achieve a higher target of a 45% share of renewable energy by 2030, instead of its proposed 40%, to accelerate its shift from Russian fossil fuels following the invasion of Ukraine.

“Alternus has reached an inflection point in our growth, with a significant increase in contracted pipeline and operating assets over the past year,” said Vincent Browne. “We are grateful to have support from investors in Europe and the United States who are committed to the clean energy transition. We expect that this proposed transaction will leave Alternus well-positioned and well-capitalized to continue developing and/or acquiring, installing and operating renewable energy assets across Europe and also now in the United States.”

Aaron Ratner, CEO of Clean Earth, added, “Alternus has built a strong foundation for rapid growth of its renewable power portfolio, and with their continued expansion we anticipate that Alternus will continue to generate consistent, long-term returns for shareholders. Our business combination, Nasdaq listing and the anticipated access to new equity and potentially lower cost debt capital is expected to fuel this expansion and accelerate the company’s conversion of development and contracted projects into cash flowing operating assets.”

Nicholas Parker, Executive Chairman of Clean Earth, commented, “The passage of the US Inflation Reduction Act will be a game-changer for the growth of solar power and other renewable energy technologies. Likewise in Europe, solar PV capacity is set to grow ~40% over the next three years. We believe Alternus is well positioned to take advantage of this once-in-a-generation energy transition.”

Advisors

JonesTrading Institutional Services acted as financial advisor to Clean Earth and supported Clean Earth in this Business Combination. Proskauer, Rose LLP acted as legal counsel to Clean Earth. King & Spalding LLP acted as legal counsel to the financial advisor. Carmel, Milazzo & Feil LLP acted as legal counsel to Alternus in the transaction.

About Alternus Energy

Alternus Energy Group Plc is an international vertically integrated independent power producer (IPP). Headquartered in Ireland, and listed on the Euronext Growth Oslo, the Company develops, installs, owns, and operates midsized utility scale solar parks. The Company also has offices in Rotterdam and America. Alternus Energy aims to own and operate over 3.5 gigawatts of solar parks by the end of 2025. For more information visit www.alternusenergy.com.

About Clean Earth Acquisitions Corp.

Clean Earth Acquisitions Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. For more information visit www.cleanearthacquisitions.com.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Alternus’ growth, prospects and the market for solar parks and other renewable power sources. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management teams of Alternus and Clean Earth and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Alternus and Clean Earth.

These forward-looking statements are subject to a number of risks and uncertainties, including: the impact of reduction, modification or elimination of government subsidies and economic incentives (including, but not limited to, with respect to solar parks); the impact of decreases in spot market prices for electricity; dependence on acquisitions for growth in Alternus’ business; inherent risks relating to acquisitions and Alternus’ ability to manage its growth and changing business; risks relating to developing and managing renewable solar projects; risks relating to PV plant quality and performance; risks relating to planning permissions for solar parks and government regulation; Alternus’ need for significant financial resources (including, but not limited to, for growth in its business); the need for financing in order to maintain future profitability; the lack of any assurance or guarantee that Alternus can raise capital or meet its funding needs; Alternus’ limited operating history; risks relating to operating internationally, include currency risks and legal, compliance and execution risks of operating internationally; the potential inability of the parties to successfully or timely consummate the proposed business combination; the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination; the approval of the stockholders of Clean Earth is not obtained; the risk of failure to realize the anticipated benefits of the proposed business combination; the amount of redemption requests made by Clean Earth’s stockholders exceeds expectations or current market norms; the ability of Alternus or the combined company to obtain equity or other financing in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the Transaction; costs related to the proposed business combination; the impact of the global COVID-19 pandemic; the effects of inflation and changes in interest rates; an economic slowdown, recession or contraction of the global economy; a financial or liquidity crisis; geopolitical factors, including, but not limited to, the Russian invasion of Ukraine; global supply chain concerns; the status of debt and equity markets (including, market volatility and uncertainty); and other risks and uncertainties, including those risks to be included under the heading “Risk Factors” in the proxy statement to be filed by Clean Earth with the SEC and also those included under the heading “Risk Factors” in Clean Earth’s final prospectus relating to its initial public offering dated February 23, 2022 and Clean Earth’s other filings with the SEC.

If any of these risks materialize or Clean Earth’s and Alternus’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Clean Earth nor Alternus presently know, or that neither Clean Earth nor Alternus currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Clean Earth’s and Alternus Energy’s expectations, plans or forecasts of future events and views as of the date of this press release. Clean Earth and Alternus Energy anticipate that subsequent events and developments will cause Clean Earth’s and Alternus Energy’s assessments to change. However, while Clean Earth and Alternus Energy may elect to update these forward-looking statements at some point in the future, Clean Earth and Alternus Energy specifically disclaim any obligation to do so. Neither Clean Earth nor Alternus anticipate that subsequent events and developments will cause Clean Earth’s and Alternus’ assessments to change. However, while Clean Earth and Alternus may elect to update these forward-looking statements at some point in the future, Clean Earth and Alternus specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Clean Earth’s or Alternus’ assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Additional Information About the Proposed Business Combination and Where to Find It

In connection with the Proposed Business Combination, Clean Earth intends to file relevant materials with the with the SEC, including a proxy statement. Clean Earth urges its investors, shareholders and other interested persons to read, when available, the proxy statement filed with the SEC and documents incorporated by reference therein because these documents will contain important information about Clean Earth, Alternus Energy and the Proposed Business Combination. The final proxy statement a proxy card and other relevant documents will be mailed to the shareholders of Clean Earth as of the record date established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of Clean Earth and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with Clean Earth’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Proposed Business Combination because they will contain important information about Clean Earth, Alternus Energy and the Proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, the final proxy statement and other relevant materials in connection with the transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Clean Earth Acquisition Corp., Attention: Martha Ross, CFO & COO, telephone: (800) 508-1531. The information contained on, or that may be accessed through, the websites referenced in this Press release is not incorporated by reference into, and is not a part of, this press release.

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Sichenzia Ross Ference LLP Represents ThinkEquity LLC in $6.87 Million Public Offering of Common Stock of Twin Vee PowerCats Co.

Press Release – New York, NY – October 3, 2022 – Sichenzia Ross Ference LLP announced today that it represented ThinkEquity LLC in the public offering of the common stock of Twin Vee PowerCats Co. (NASDAQ: VEEE), a manufacturer, distributor, and marketer of power sport catamaran boats. The offering consisted of 2,500,000 shares of its common stock at a public offering price of $2.75 per share, for gross proceeds of $6,875,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 375,000 shares of common stock to cover over-allotments.

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Sichenzia Ross Ference LLP Represents Laidlaw & Company (UK) Ltd. in $5.75 Million Public Offering and Nasdaq Uplisting of Silo Pharma, Inc.

Press Release – New York, NY – October 3, 2020 – Sichenzia Ross Ference LLP announced today that it represented Laidlaw & Company (UK) Ltd. in the $5.75 million initial public offering and Nasdaq uplisting of Silo Pharma, Inc. (Nasdaq: SILO), a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research.  1,150,000 shares of common stock, which included the full exercise of the underwriters’ over-allotment option, were sold to the public at a price of $5.00 per share.  Silo Pharma’s common stock began trading on the Nasdaq Capital Market under the ticker symbol “SILO” on September 27, 2022.

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Sichenzia Ross Ference LLP Represents Splash Beverage Group, Inc. in $3.1 Million Underwritten Public Offering  

Press Release – New York, NY – September 28, 2022 – Sichenzia Ross Ference LLP today announced that it represented Splash Beverage Group, Inc. (NYSE American: SBEV), a portfolio company of leading beverage brands, in an underwritten public offering. The offering consisted of 2,000,000 shares of common stock at a price to the public of $1.55 per share.  The gross proceeds of the offering to the company were approximately $3.1 million.

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

Press Release – New York, NY – September 26, 2022 – Nationally recognized securities and corporate law firm Sichenzia Ross Ference LLP announced today that it has represented ShiftPixy, Inc. (NASDAQ “PIXY”) , a national staffing enterprise, in a $5 Million Private Placement of common stock and warrants.

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Founding Partner Gregory Sichenzia Discusses Reverse Mergers with Law360

Press Release – New York, NY – September 19, 2022 – Sichenzia Ross Ference LLP founding partner Gregory Sichenzia recently spoke with Tom Zanki of Law360 to discuss the growing prominence of reverse mergers as the SPAC market cools off. The article, which can be read on the Law360 website here, includes the following context and quotes from Sichenzia:

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CMF Represents EF Hutton In $10 Million Pipe For Bright Green Corporation

GRANTS, N.M., Sept. 12, 2022 (GLOBE NEWSWIRE) — Carmel Milazzo & Feil LLP announced today that it has represented EF Hutton, division of Benchmark Investments, LLC, acting as exclusive placement agent for 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, today announced that it has entered into a securities purchase agreement with institutional investors to purchase 9,523,810 shares of common stock and warrants to purchase 9,523,810 shares of common stock, at a purchase price of $1.05 per share and accompanying warrant. The gross proceeds to the Company from the private placement are expected to be approximately $10.0 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 $1.05 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 September 12, 2022, 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 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 investors, 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 selected by the US 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 conditional approval based on already agreed terms from 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. 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 Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022 and declared effective May 13, 2022, and in the Company’s Quarterly Report on Form 10-Q-A filed with the SEC on August 19, 2022, as well as other 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.

CMF Represents Wallachbeth Capital LLC In $7.8 Million IPO Of Bioaffinity Technologies, Inc.

NEW YORK, NEW YORK—- Carmel, Milazzo & Feil LLP announced today that it has represented WallachBeth Capital LLC in the IPO of bioAffinity Technologies, Inc., a cancer diagnostics company that develops noninvasive, early-stage diagnostics to detect cancer and diseases of the lung and is researching targeted therapies to treat cancer, in its initial public offering of 1,282,600 units of securities has been priced at $6.125 per unit. Total gross proceeds from the offering is estimated to be $7,855,925 before deducting underwriting discounts and commissions and other estimated offering expenses.

Each unit, which has no stand-alone rights and will not be certificated or issued as a stand-alone security, consists of one share of common stock, one tradeable warrant to purchase one share of common stock at an exercise price of $7.35 per share, and one non-tradeable warrant to purchase one share of common stock at an exercise price of $7.656 per share. Each warrant is immediately exercisable and will expire five years from the date of issuance. The shares of common stock and the tradable warrants may be transferred separately immediately upon issuance. In addition, bioAffinity has granted the underwriters a 45-day option to purchase up to 192,390 shares of common stock, and/or 192,390 tradeable warrants, and/or 192,390 non-tradeable warrants, or any combination of additional shares of common stock and warrants representing, in the aggregate, up to 15% of the number of the units sold in this offering to cover over-allotments in this offering.

The shares and the tradeable warrants will begin trading on September 1, 2022, on the Nasdaq Capital Market under the ticker symbols “BIAF” and “BIAFW,” respectively. The Company intends to use the net proceeds for the commercialization of its diagnostic called CyPath® Lung, a non-invasive test for the early detection of lung cancer that has completed a clinical trial showing 92% sensitivity and 87% specificity in detecting lung cancer in individuals at high risk who have lung nodules less than 2 centimeters. Proceeds also will be used for development of tests, additional clinical trials, regulatory filings, and for working capital and general corporate purposes.

WallachBeth Capital, LLC and Craft Capital Management, LLC are co-managers and co-book running managers for the offering.

bioAffinity’s registration statement relating to these securities was declared effective as of August 29, 2022, by the U.S. Securities and Exchange Commission. The offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained on the SEC’s website, http://www.sec.gov and by contacting WallachBeth Capital, LLC, Attention: Capital Markets, 185 Hudson Street, Jersey City, NJ 07311, by telephone at 646-998-7608, or by email at cap-mkts@wallachbeth.com

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, 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.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated use of proceeds from the Company’s offering of its units. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

About bioAffinity Technologies, Inc.

bioAffinity Technologies, Inc. is a Delaware corporation addressing the need for noninvasive diagnosis of early-stage cancer and diseases of the lung and targeted cancer treatment. The Company develops proprietary noninvasive diagnostic tests and cancer therapeutics using technology that preferentially targets cancer cells and cell populations indicative of a diseased state. The Company’s first product called CyPath® Lung is a noninvasive test that has shown high sensitivity and specificity for the detection of early-stage lung cancer. CyPath® Lung is marketed as a Laboratory Developed Test by Precision Pathology Services. Research and optimization of the Company’s platform technologies are conducted in its laboratories at The University of Texas at San Antonio.

Sichenzia Ross Ference LLP Represents Laidlaw & Company (UK) Ltd. in $2.3 Million Registered Direct Offering of Common Stock and Concurrent Private Placement of Warrants of Amesite Inc.

Press Release – New York, NY – September 1, 2022 – Sichenzia Ross Ference LLP announced today that it represented Laidlaw & Company (UK) Ltd. as sole placement agent for Amesite Inc. (NASDAQ: AMST), a leading artificial intelligence software company offering a cloud-based learning platform for business and education markets, in a registered direct offering of 4,181,821 shares of common stock, and a concurrent private placement of warrants to purchase 4,181,821 shares of common stock, at a combined purchase price of $0.55. The gross proceeds to Amesite from this offering were approximately $2.3 million, before deducting placement agent fees and other offering expenses.

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Sichenzia Ross Ference LLP Represents Mobilicom Limited in $13.3 Million Initial Public Offering and NASDAQ Listing

Press Release – New York, NY – August 29, 2022 – Sichenzia Ross Ference LLP announced today that it represented Mobilicom Limited (NASDAQ: MOB and MOBBW), an Australian company based in Israel, in its initial public offering and NASDAQ listing. Mobilicom is a provider of cybersecurity and smart solutions for drones, robotics, and autonomous platforms. Its initial public offering consisted of 3,220,338 units, including 362,338 units sold upon full exercise of the underwriter’s option. Each unit was sold at a price of $4.13 and consisted of one American Depository Share (“ADS”) and one warrant to purchase an additional ADS at an exercise price of $5.00. Mobilicom’s ordinary shares are also traded on the Australian stock exchange under the symbol MOB.AX. The gross proceeds from the offering were approximately $13.3 million, before deducting underwriting discounts and offering expenses.  

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CMF Represents EF Hutton In $13.7 Million IPO Of Onfolio Holdings, Inc.

NEW YORK, Aug. 25, 2022 — Carmel, Milazzo & Feil LLP announced today that it has represented EF Hutton in the IPO of Onfolio Holdings Inc. (“Onfolio” or the “Company”) ( ONFO, ONFOW), a holding company that acquires and manages a diversified portfolio of online businesses across a broad range of verticals, in initial public offering of 2,753,750 units, each consisting of one share of common stock (the “Common Stock”) and two warrants (the “Warrants”), each to purchase one share of common stock, at a public offering price of $5.00 per unit, for aggregate gross proceeds of approximately $13.7 million, prior to deducting underwriting discounts, commissions, and other offering expenses. Each unit will immediately separate into one share of Common Stock and two Warrants. Each Warrant permits the holder to purchase one share of Common Stock at an exercise price of $5.00 (100% of the per unit offering price) and expires five years after the date of issuance. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 413,063 shares of Common Stock and/or additional Warrants to purchase up to 826,126 shares of Common Stock, in any combinations thereof, at the public offering price per security, less the underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on or about August 30, 2022, subject to satisfaction of customary closing conditions.

The Company has received approval to list its Common Stock and Warrants on the Nasdaq Capital Market, with its Common Stock trading under the symbol “ONFO” and the Warrants trading under the symbol “ONFOW”, with trading expected to begin on August 26, 2022.

EF Hutton, division of Benchmark Investments, LLC, is acting as sole book-running manager for the offering.

A registration statement on Form S-1, as amended (File No. 333-264191), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 25, 2022. 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. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

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 Onfolio Holdings Inc.

Onfolio acquires and actively manages small websites, including e-commerce sites. The company operates in several online verticals, including pets, arts and crafts, B2B SEO services, and people search. It currently owns or manages 18 websites, including allthingsdogs.com, digitallyapproved.com and mightydeals.com.

Forward-Looking Statements

This press release may contain information about Onfolio’s 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.

Small IPOs Buck Trends In An Otherwise Cold Market

By Tom Zanki

Law360 (August 24, 2022, 6:38 PM EDT) — While the initial public offerings market remains largely frozen for big-name companies, a steady supply of smaller IPOs are defying the doldrums this summer, generating work for capital markets lawyers who specialize in so-called micro-cap offerings.

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In Memorium of Robert M. Birnbaum

It is with a heavy heart and profound sadness that we share that our partner and friend Robert Birnbaum passed away last Friday afternoon.

Robert was a wonderful addition to our firm and we are so grateful to have had the chance to work with him these past years. He was kind and generous with his time. He was incredibly approachable and a steady and calming presence in the office. He was always willing to share his wisdom and experience with everyone at the firm.

Robert was an exceptional attorney, loving husband and father and mentor to all of us. We are lucky to have shared even just a handful of years with him. He will be greatly missed.

Donations and contributions in Robert’s name can be made to Kripplebush-Lyonsville Fire Co. Inc., sent to: 519 Pine Bush Rd, Stone Ridge, NY 12484

Please keep Robert and his family in your thoughts and prayers.

Sichenzia Ross Ference LLP Represents ThinkEquity LLC in $17.25 Million Initial Public Offering of Common Stock of Forza X1, Inc.

Press Release – New York, NY – August 16, 2022 – Sichenzia Ross Ference LLP announced today that it represented ThinkEquity LLC in the initial public offering of the common stock of Forza X1, Inc. (NASDAQ: FRZA), a developer of electric sport boats with a mission of sustainable recreational boating. The offering consisted of 3,450,000 shares of its common stock at a public offering price of $5.00 per share, including 450,000 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for gross proceeds of $17,250,000. 

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CMF Represents Nocera, Inc. $6.58 Million Public Offering, Nasdaq Listing And Reverse Stock Split

New York, NY, Aug. 10, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Nocera, Inc. (NASDAQ: NCRA) (“Nocera” or “the Company”), a fully integrated sustainable seafood company with a focus on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS), today announced the pricing of its underwritten public offering of 1,880,000 units, each unit consisting of one share of common stock (the “Common Stock”) and one warrant (the “Warrants”) to purchase two shares of Common Stock, at a public offering price of $3.50 per unit, for aggregate gross proceeds of approximately $6.58 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses. The shares of Common Stock and Warrants comprising the units are immediately separable and will be issued separately. Each Warrant permits the holder to purchase two shares of common stock at an exercise price of $3.85 per share (110% of the per unit offering price) until the fifth anniversary of the date of issuance. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 282,000 units at the public offering price per unit, less the underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on or about August 15, 2022, subject to satisfaction of customary closing conditions.

The Company has received approval to list its Common Stock on the Nasdaq Capital Market under the symbol “NCRA,” with trading expected to begin on August 11, 2022. The Warrants will not be listed on Nasdaq or another exchange or quoted on the OTC Markets. In connection with the offering, the Company has amended its articles of incorporation to effectuate a reverse split of its issued and outstanding Common Stock at a ratio of 2-for-3, with fractional shares being rounded up to the nearest whole number. The Common Stock will be adjusted for the reverse stock split upon the commencement of trading on Nasdaq. The share numbers and pricing information in this release are adjusted to reflect the impact of the reverse stock split.

Spartan Capital Securities, LLC and Revere Securities LLC are acting as joint book-running managers for this offering.

A registration statement on Form S-1, as amended (File No. 333-264059), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 10, 2022. 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. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Spartan Securities, LLC, 45 Broadway, 9th Floor, New York, NY 10006 Attention: Syndicate Department, or via email at syndicate@spartancapital.com or telephone at (877) 772-7818, or from Revere Securities, LLC, 650 Fifth Avenue, 35th Floor, New York, NY 10019 Attention: Syndicate Department, or via email at jbagley@reveresecurities.com or telephone at (212) 688-2350.

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 Nocera

Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculation aquaculture systems (RAS) for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The Company’s main business operation consists of the design, development, and production of large-scale RAS fish tank systems, (aquaculture) for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators. For more information, please visit the company’s website at www.nocera.company.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements regarding the timing and success of the proposed offering and the Company’s reverse stock split of outstanding shares of Common Stock. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Actual results may differ materially from those included in these statements due to a variety of factors, including, but not limited to, whether its Common Stock begins trading on the Nasdaq Capital Market as expected and the consummation of the public offering as expected.

Further information on our risk factors is contained in our registration statement on Form S-1 (File No. 333-264059) that we have filed with the SEC and the final prospectus, when available. Any forward-looking statement made by us herein speaks only as of the date on which it is made. 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. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

CMF Represents Treasure Global Inc. In Upsized $9.2 Million Initial Public Offering And Nasdaq Listing

NEW YORK, NY, Aug. 10, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Treasure Global Inc (Nasdaq: TGL) (“TGI”, or the “Company”), an innovative e-commerce platform providing seamless payment solutions and rewards programs, today announced the pricing of its upsized initial public offering of 2,000,000 shares of its common stock at a public offering price of $4.00 per share, for aggregate gross proceeds of approximately $8.0 million before deducting underwriting discounts, commissions, and other offering expenses. In addition, TGI has granted the underwriters a 45-day option to purchase up to an additional 300,000 shares of common stock at the public offering price 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 on August 11, 2022, under the ticker symbol “TGL” and the offering is expected to close on or about August 15, 2022, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering primarily to increase its capitalization and financial flexibility, in addition to working capital and general corporate purposes.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-264364), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 10, 2022, and a registration statement on Form S-1MEF (File No. 333-266760), was filed with the SEC on the same date and became effective upon filing. 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. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

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 Treasure Global Inc

TGI is an innovative Malaysian e-commerce platform providing seamless payment solutions for consumers and merchants with instant rebates and affiliate cashback programs. On a mission to bring together the worlds of online e-commerce and offline physical retailers, TGI is developing a portfolio of leading digital platforms for use throughout Southeast Asia (“SEA”) and Japan. In June 2020, TGI launched its proprietary product, the ZCITY App, a unique digital ecosystem that transforms and simplifies the e-payment experience for consumers, while simultaneously allowing them to earn rewards. In the ZCITY ecosystem, users can utilize Tazte, a revenue generating digital F&B management system providing merchants with a one-stop touchless management and automated solution to digitalize their businesses. As of July 2022, ZCITY had over 2,000,000 registered users and over 2,100 registered merchants.

For more information, please visit https://treasureglobal.co/. 

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

CMF Represents Crafts Capital Management LLC In $6 Million Public Offering And Uplisting To NYSE American

NEW YORK, August 5, 2022, (ACCESS WIRE) –1847 Holdings LLC(“1847 Holdings” or the “Company”) (NYSE American: EFSH,), a publicly traded holding company platform that combines the attractive attributes of private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, today announced the closing of its underwritten public offering of 1,428,572 Common Shares at a public offering price of $4.20 per share.  The gross proceeds from this offering, before deducting underwriting discounts and commissions and other offering expenses payable by 1847 Holdings, was $6 million.  In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 214,286 Common Shares (equal to 15% of the Common Shares sold in the offering), at the public offering price less the underwriting discounts and commissions, to cover over-allotments, if any.

The Common Shares began trading on the NYSE American under the symbol “EFSH” on August 3, 2022. 

Craft Capital Management LLC and R.F. Lafferty & Co. acted as Co-Managers on the follow-on offering and the NYSE-American uplisting.

The registration statement on Form S-1, as amended (File No. 333-259011), was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 2, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.govor from:

Craft Capital Management LLC, 377 Oak St, Lower Concourse, Garden City, NY 11530

R.F. Lafferty & Co., 40 Wall Street, 29thFloor, New York, NY 10005

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 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.

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.

Sichenzia Ross Ference LLP Joins Splash Beverage Group, Inc. in Ringing Opening Bell at NYSE

New York, NY – July 27, 2022 – Sichenzia Ross Ference LLP partner David Manno and associate Michael Blane joined Splash Beverage Group, Inc. (NASDAQ: SBEV), a portfolio company of leading beverage brands, for today’s opening bell ceremony at the New York Stock Exchange on Wall Street. To view video of the event, please click here.

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CMF Represents Toughbuilt Industries, Inc. In $20 Million Private Placement

New York, NY, July 27, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) a corporate securities law firm, announced today that it has represented ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) (Nasdaq: TBLT; TBLTW), with respect to it entering into definitive agreements with institutional investors for the issuance and sale of 4,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and preferred investment options to purchase up to 8,000,000 shares of common stock at an offering price of $5.00 per share (or pre-funded warrant) and accompanying preferred investment options, in a private placement priced at a premium to market under Nasdaq rules. Each share of common stock (or pre-funded warrant) was sold in the offering together with a series A preferred investment option to purchase one share of common stock that is exercisable immediately for a term of three years at an exercise price of $5.00 per share and a series B preferred investment option to purchase one share of common stock that is exercisable immediately for a term of two years at an exercise price of $5.00 per share. The private placement is expected to close on or about July 27, 2022, 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 from the offering are expected to be $20 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.

The securities offered in the private placement and described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Rule 506(b) of 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 absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. 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 securities sold in this private placement.

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, we are 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 private placement and statements concerning the anticipated consummation of the private placement and satisfaction of customary closing conditions 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) our satisfaction of the closing conditions in the private placement and our use of the net proceeds therefrom, and (xv) 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.

Sichenzia Ross Ference LLP Represents Roth Capital Partners in Public Offering of Common Stock of Crown Electrokinetics Corp.

Press Release – New York, NY – July 22, 2022 – Sichenzia Ross Ference LLP announced today that it represented Roth Capital Partners, as sole book-running manager, in a $1 million public offering of the common stock of Crown Electrokinetics Corp. (NASDAQ: “CRKN”), a leading smart glass technology company with a patented thin-film solution. The offering consisted of 1,250,000 shares of common stock at a public offering price of $.80 per share.   continue reading >>

Sichenzia Ross Ference LLP Represents ShiftPixy Inc. in a $1.3 Million Warrant Exchange and Exercise

Press Release – New York, NY – July 20, 2022 – Nationally recognized securities and corporate law firm Sichenzia Ross Ference LLP announced today that it has represented ShiftPixy (NASDAQ “PIXY”) (the “Company”) in a $1.3 Million Warrant Exchange and Exercise with an Institutional Investor. 

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Sichenzia Ross Ference LLP Represents Aegis Capital Corp. in $8 Million Simultaneous Registered Direct Offering and Private Placement of Securities of Kaspien Holdings Inc. 

Press Release – New York, NY – July 14, 2022 – Sichenzia Ross Ference LLP announced today that it represented Aegis Capital Corp., acting  as the exclusive placement agent, in a registered direct and private placement of the securities of Kaspien Holdings Inc. (NASDAQ: KSPN), an e-commerce marketplace growth platform. The Company issued 638,978 shares of its common stock at a purchase price of $3.13 per share (or pre-funded warrant in lieu thereof) in the registered direct offering. In the coinciding private placement, Kaspien Holdings Inc. has also issued and sold to the investor 1,818,182 shares of common stock at a purchase price of $3.30 per share and warrants to purchase 2,457,160 shares of common stock at an exercise price of $3.13. The aggregate gross proceeds from both the offerings were approximately $8 million. 

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CMF Represents Toughbuilt Industries, Inc. In $6 Million Public Offering

New York, NY, June 17, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) a securities law firm, announced today that it has represented ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) (Nasdaq: TBLT; TBLTW), in the public offering of 3,157,895 shares of its common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 3,157,895 shares of its common stock at an offering price to the public of $1.90 per share (or pre-funded warrant) and associated warrant. The warrants will have an exercise price of $1.90 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 22, 2022, 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 approximately $6 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, and the repurchase of certain existing warrants.

A registration statement on Form S-1 (File No. 333-264930) 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 17, 2022. The offering will be made only by means of a prospectus, which is part of the effective registration statement. 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.

Sichenzia Ross Ference LLP Represents A.G.P./ALLIANCE Global Partners in $10 Million Registered Direct Offering of Common Stock and Warrants of Alpine 4 Holdings, Inc.

Press Release – New York, NY – July 13, 2022 – Sichenzia Ross Ference LLP announced today that it represented A.G.P./Alliance Global Partners as sole placement agent in a $10 million registered direct offering of the common stock and warrants of Alpine 4 Holdings, Inc. (NASDAQ: ALPP) (the “Company”), a leading operator and owner of small market businesses. The offering consisted of the purchase and sale of 14,492,754 shares of the Company’s common stock and warrants to purchase up to 14,492,754 shares of the Company’s common stock at a combined purchase price of $0.69 per one Share and accompanying Warrant.

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CMF Represents Healthcare Triangle Inc. In $6.5 Million Pipe Offering

New York, NY., July 13, 2022 – Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Healthcare Triangle Inc., (Nasdaq: HCTI) (“HCTI” or the “Company”), a leading provider of cloud and data transformation solutions for healthcare and life sciences, in the issuance and sale of 6,097,561 shares of common stock (or common stock equivalents in lieu thereof) in a private placement. The Company will also issue to the investor unregistered preferred investment options (the “investment options”) to purchase up to an aggregate of 6,097,561 shares of common stock. The purchase price for one share of common stock (or common stock equivalent) and one investment option to purchase one share of common stock is $1.066. The investment options have an exercise price of $1.066 per share, will become exercisable six months following issuance date, and will have a term equal to five years following the issuance date. The private placement is expected to close on or about July 13, 2022, 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 from the private placement are expected to be approximately $6.5 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the private placement for the working capital and other general corporate purposes.

The securities offered in the private placement and described above 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 absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of such securities.

This press release does 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 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 Healthcare Triangle, Inc. (HCTI)

Healthcare Triangle, Inc. based in Pleasanton, California., reinforces healthcare progress through breakthrough technology and extensive industry knowledge and expertise. We support healthcare providers including hospitals and health systems, payers, and pharma/life sciences organizations in their effort to improve health outcomes. Healthcare Triangle enables the adoption of new technologies, data enlightenment, business agility, and response to immediate business needs and competitive threats. The highly regulated healthcare and life sciences industries rely on Healthcare Triangle for expertise in digital transformation encompassing the cloud, security and compliance, data lifecycle management, healthcare interoperability, and clinical and business performance optimization. Visit www.healthcaretriangle.com

Forward-Looking Statements

All statements other than statements of historical facts included in this press release are “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995), and include, among others, statements regarding the consummation of the private placement, satisfaction of the customary closing conditions of the private placement and the use of the proceeds therefrom. Such forward-looking statements include our expectations and those statements that use forward-looking words such as “projected,” “expect,” “possibility” and “anticipate.” The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties and assumptions, including market and other conditions. Actual results could differ materially from current projections or implied results. Investors should read the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the Securities Exchange Commission (the “SEC”) and in previous filings, subsequent filings and future periodic reports filed with the SEC. All of the Company’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.

CMF Represents Magical Brands Inc. In 5.9 Million Private Placement

Sichenzia Ross Ference LLP Represents Network 1 Financial Securities, Inc. in $20.24 Million Initial Public Offering of Common Stock of Golden Sun Education Group Ltd.

Press Release – New York, NY – June 24, 2022 – Sichenzia Ross Ference LLP announced today that it represented Network 1 Financial Securities, Inc. as sole underwriter in the initial public offering of the common stock of Golden Sun Education Group Ltd. (NASDAQ: GSUN), a provider of tutorial services in China. The offering consisted of 5,060,000 Class A ordinary shares of its common stock at a public offering price of $4.00 per share, which included 660,000 Class A ordinary shares issued pursuant to the full exercise of the underwriter’s over-allotment option, for gross proceeds of $20,240,000.

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Sichenzia Ross Ference LLP Represents Spartan Capital Securities LLC and Pacific Century Securities LLC in $14.1 Million Initial Public Offering of Common Shares of Lytus Technologies Holdings PTV. Ltd.

Press Release – New York, NY – June 22, 2022 – Sichenzia Ross Ference LLP announced today that it represented Spartan Capital Securities as a joint underwriter with Pacific Century Securities, LLC, in the initial public offering of the common shares of Lytus Technologies Holdings PTV. Ltd (NASDAQ: LYT), a platform technology services company. The offering consisted of 2,609,474 shares of its common shares and 391,421 common shares of the fully exercised overallotment option at a public offering price of $4.75 per share, for gross proceeds of $14.1 million.

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CMF Represents Global Air Mobility Inc. In $1,500,000 Private Placement

Sichenzia Ross Ference LLP Represents Aegis Capital Corp. in $10 Million Private Placement of SciSparc Ltd.

Press Release – New York, NY – June 1, 2022 – Sichenzia Ross Ference LLP today announced that it represented Aegis Capital Corp. as exclusive placement agent in a $10,000,000 private placement offering of SciSparc Ltd. (NASDAQ: SPRC), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system. The offering consisted of 3,546,100 units at a purchase price of $2.82 per unit, priced at-the-market under Nasdaq rules.  Each unit consisted of 1 share of common stock and 2 non-tradable warrants at an exercise price of $2.57.  The gross proceeds from the private placement offering were approximately $10 million.

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Sichenzia Ross Ference LLP Represents The Singing Machine, Inc., in $4 Million Underwritten Public Offering and Uplisting to Nasdaq 

Press Release – New York, NY – May 26, 2022 – Sichenzia Ross Ference LLP announced today that it represented The Singing Machine, Inc. (Nasdaq: MICS), the worldwide leader in consumer karaoke products, in an underwritten public offering of 1,000,000 shares of common stock at a price to the public of $4.00 per share. The common shares began trading on the Nasdaq Capital Market on May 24, 2022, under the symbol “MICS”.  The gross proceeds to the company were approximately $4 million. 

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CMF Represents Joseph Stone Capital In $17 Million Initial Public Offering Of Visionary Education Technology Holdings Group Inc.

Markham, Ontario, May 16, 2022(GLOBE NEWSWIRE) — Visionary Education Technology Holdings Group Inc. (the “Company”), a private education provider located in Canada that offers high-quality education resources to students around the globe, today announced the pricing of its initial public offering (the “Offering”) of 4,250,000 common shares at a public offering price of US$4.00 per common share. The common shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on May 17, 2022 under the ticker symbol “VEDU.”

The Company expects to receive aggregate gross proceeds of US$17 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 637,500 common shares at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on or about May 19, 2022, subject to the satisfaction of customary closing conditions.

Proceeds from the Offering will be used for Public Private Partnership (“PPP”) projects, course development of Max the Mutt College of Animation, Art and Design (“MTM”) and program partnerships with other universities, vocational education, development of global market and distribution channels, staff development and general corporate purposes, including working capital and operating expenses.

The Offering is being conducted on a firm commitment basis. Joseph Stone Capital, LLC is acting as the representative of the underwriters and the lead underwriter for the Offering. McLaughlin & Stern, LLP is acting as counsel to the Company, and Carmel, Milazzo & Feil LLP is acting as counsel to the representative of the underwriters in connection with the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the U.S. Securities and Exchange Commission (“SEC”) (File Number: 333-263290) and was declared effective by the SEC on May 16, 2022. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the prospectus relating to the Offering may be obtained from Joseph Stone Capital, LLC, by email at ccao@josephstonecapital.com, by calling +1 516.267.7001, or by standard mail to Joseph Stone Capital, LLC 29 Broadway #1800, New York, NY 10006. In addition, copies of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.

About Visionary Education Technology Holdings Group Inc.

Visionary Education Technology Holdings Group Inc., headquartered in Markham, Canada, is a private education provider located in Canada that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company’s website at https://ir.visiongroupca.com.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

CMF Represents Wallachbeth Capital In $4.22 Million Registered Direct Offering Of ABVC Biopharma, Inc.

JERSEY CITY, N.J., May 12, 2022 /PRNewswire/ — Carmel, Milazzo & Feil (“CMF”) announced today that it has represented WallachBeth Capital LLC, as placement agent for ABVC BioPharma, Inc. (Nasdaq: ABVC), a clinical-stage biopharmaceutical company, in its securities purchase agreements with certain institutional investors for the issuance and sale of 2,000,000 shares of common stock and warrants to purchase up to 2,000,000 shares of common stock, at a purchase price of $2.11 per share in a registered direct offering. The warrants will be immediately exercisable at an exercise price of $2.45 per share of common stock and will expire five years from the date of issuance.

The gross proceeds to the Company are expected to be approximately $4.22 million, before deducting placement agent fees and other offering expenses. ABVC currently intends to use the net proceeds from the offering for working capital purposes.

WallachBeth Capital, LLC and Viewtrade Securities are acting as co-placement agents for the offering.  The closing of the offering is expected to occur on or about May 16, 2022, subject to the satisfaction of customary closing conditions.

The securities described above are being offered pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-260588) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 29, 2021. A prospectus supplement to the prospectus contained in the Registration Statement relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com or at the SEC’s website at http://www.sec.gov. 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, 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 ABVC BioPharma.

ABVC BioPharma is a clinical-stage biopharmaceutical company focused on utilizing its licensed technology to conduct proof-of-concept trials through Phase II of the clinical development process at world-famous research institutions (such as Stanford University, University of California at San Francisco, and Cedars-Sinai Medical Center). The company has an active pipeline of six drugs and one medical device (ABV-1701/Vitargus®) under development.

About WallachBeth Capital LLC

WallachBeth Capital offers a robust range of capital markets and investment banking services to the healthcare community, connecting corporate clients with leading institutions, creating value for both issuers and investors. The firm’s experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions. WallachBeth Capital is a leading provider of institutional execution services, offering clients a full spectrum of solutions to help them navigate increasingly complex markets. The firm’s website is located at www.wallachbeth.com.

Disclaimer

Clinical trials are in early stages, and there is no guarantee that any specific outcome will be achieved. Past performance is not indicative of future results. Investments may be speculative and illiquid, and there is a risk of loss.

Sichenzia Ross Ference LLP Joins Cyngn Inc. in Ringing Opening Bell at Nasdaq MarketSite

New York, NY – May 11, 2022 – Sichenzia Ross Ference LLP partners Gregory Sichenzia and Marcelle Balcombe joined Cyngn Inc. (NASDAQ: CYN), a developer of innovative autonomous driving software solutions for industrial and commercial applications, for today’s opening bell ceremony at Nasdaq MarketSite in Times Square.

Mr. Sichenzia represented Cyngn Inc. in their recent public offering and Nasdaq listing along with partners Marcelle Balcombe and Jeff Cahlon. Click here to view the livestream.

CMF Represents Alexander Capital, L.P. In The $9,347,450 Underwritten Public Offering Of Digital Brands Group, Inc.

Austin, Texas, May 10, 2022 –Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Alexander Capital, L.P. as the underwriter of Digital Brands Group, Inc., a Delaware corporation (“Digital Brands” or the “Company”) (NASDAQ: DBGI), in its underwritten public offering of 37,389,800 shares of its common stock, $0.0001 par value per share, at a public offering price of $0.25 per share. In addition, the Company has granted the underwriters a 45-day option to purchase up to 5,608,470 additional shares of common stock at the public offering price per share, less underwriting discounts, and commissions, to cover over-allotments, if any.

The gross proceeds from the offering to Digital Brands, before deducting underwriting discounts and commissions and other offering expenses payable by Digital Brands, are expected to be $9,347,450, excluding any exercise of the underwriters’ option to purchase additional shares.

The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, including the repayment of promissory notes in the principal amount of $3,068,750.

Alexander Capital, L.P. is acting as sole book-running manager and Revere Securities, LLC is acting as co-manager for the offering.

The Securities and Exchange Commission (“SEC”) declared effective a registration statement on Form S-1 (File No. 333-264347) relating to these securities on May 5, 2022 and a related registration statement on Form S-1 (File No. 333- 264775) was filed pursuant to Rule 462(b) under the Securities Act, as amended, on May 6, 2022. A final prospectus relating to this offering was filed with the SEC on May 9, 2022 and is available on the SEC’s website at www.sec.gov. The offering is being made only by means of a prospectus, which forms part of the Registration Statement, copies of which may be obtained from Alexander Capital, L.P., 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com.

All investments involve risk and loss of principal is possible.

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 Digital Brands Group, Inc.

Digital Brands Group is a curated collection of lifestyle brands, including Bailey 44, DSTLD, Harper and Jones, Stateside and ACE Studios, that offers a variety of apparel products through direct-to-consumer and wholesale distribution. Our complementary brand portfolio provides us with the unique opportunity to cross merchandise our brands. We aim for our customers to wear our brands head to toe and to capture what we call “closet share” by gaining insight into their preferences to create targeted and personalized content specific to their cohort. Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital and operational capabilities across all brands. As a result, we have been able to realize operational efficiencies and continue to identify additional cost saving opportunities to scale our brands and overall portfolio.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements, including with respect to the proposed initial public offering. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.