Archive

Category Archives for "Press Releases"

Sichenzia Ross Ference Carmel LLP Represents EF Hutton LLC in $1.5 Million Underwritten Public Offering of NRx Pharmaceuticals

NRx Pharmaceuticals

Press Release – New York, NY –February 28, 2024 – Sichenzia Ross Ference Carmel LLP represents EF Hutton LLC in $1.5 million underwritten public offering of NRx Pharmaceuticals (the “Company”) (Nasdaq: NRXP), a clinical-stage biopharmaceutical company. The offering consisted of $0.30 per share, for aggregate gross proceeds of approximately $1,500,000, prior to deducting underwriting discounts and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 750,000 shares of common stock (or pre-funded warrants in lieu thereof). The offering is expected to close on February 28, 2024, subject to satisfaction of customary closing conditions. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Avital Perlman, and associate Christian Lichtenberger.

Sichenzia Ross Ference Carmel LLP Represented Vocodia Holdings Corp. In $5.95 Million Initial Public Offering on the BZX Exchange of CBOE Global Markets

Press Release – New York, NY – February 22, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Vocodia Holdings Corp. (the “Company”), an AI software company, in a $5.95 million initial public offering, the inaugural initial public offering on the BZX Exchange of CBOE Global Markets. The offering consisted of 1,400,000 Units (collectively the “Units” or “Unit”), each consisting of one share of Common Stock of the Company, par value $0.0001 (“Common Stock”), one Series A Warrant to purchase one share of Common Stock at $4.25 (the “Series A Warrant”), and one Series B Warrant to purchase one share of Common Stock at $8.50 (the “Series B Warrant”), at a price to the public of $4.25 per Unit (the “Public Offering Price”). The gross proceeds from the offering are approximately $5,950,000.

The Sichenzia Ross Ference LLP team was led by partners Ross Carmel, Thiago Spercel, and associate Chance Moore.

Sichenzia Ross Ference Carmel LLP Represents ThinkEquity LLC in $7.75 Million Initial Public Offering of Common Stock of Cel-Sci Corp.

Press Release – New York, NY – February 21, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented ThinkEquity LLC in the initial public offering of the common stock of Cel-Sci Corp. (NASDAQ: CVM) (the “Company”), a phase 3 cancer immunotherapy company. The offering consisted of 3,875,000 shares of the Company’s common stock at a public offering price of $2.00 per share, for gross proceeds of approximately $7.75 million. The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-265995), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2022 and declared effective on July 15, 2022. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Phil Magri, and counsel Jeffrey Hua.

Sichenzia Ross Ference Carmel LLP Represents Lexaria Bioscience Corp. in a $3.6 Million Registered Direct Offering  

lexaria bioscience logo

Press Release – New York, NY – February 16, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Lexaria Bioscience Corp. (the “Company”), (NASDAQ: LEXX), a global innovator in drug delivery platforms, in a $3.6 million registered direct offering priced at-the-market under Nasdaq rules. The deal consists of 1,558,443 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $2.31 per share (or per common stock equivalent in lieu thereof). In a concurrent private placement, the Company issued unregistered warrants to purchase up to 1,558,443 shares of common stock at an exercise price of $2.185 per share that are immediately exercisable upon issuance and will expire five years following the date of issuance. The gross proceeds to the Company for the offering were approximately $3.6 million. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia and Avital Perlman and associate Christian Lichtenberger.

Sichenzia Ross Ference Carmel LLP Represents Sunshine Biopharma, Inc. in $10.0 Million Underwritten Public Offering of Common Stock

sunshine biopharma

Press Release – New York, NY – February 15, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Sunshine Biopharma, Inc. (NASDAQ: SBFM), a pharmaceutical company offering and researching life-saving medicines in a variety of therapeutic areas, in a $10.0 Million Underwritten Public Offering of common stock. The offering consists of 71,428,571 Units, each consisting of one share of common stock or Pre-Funded Warrant to purchase one share of common stock and 0.1 Series A Warrants to purchase one share of common stock per warrant, and 0.2 Series B Warrants to purchase one share of common stock per warrant. The public offering price per Unit is $0.14 (or $0.139 for each Unit with a Pre-Funded Warrant, which is equal to the public offering price per Unit with a share of common stock to be sold in the offering minus an exercise price of $0.001 per Pre-Funded Warrant). The gross proceeds of the transaction is $10 million. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Darrin Ocasio, Jeff Cahlon, and associate Christian Lichtenberger. 

Sichenzia Ross Ference Carmel LLP Represents ToughBuilt Industries, Inc. in $3.5 Million Public Offering of Common Stock 

Press Release – New York, NY – February 15, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented ToughBuilt Industries, Inc. (NASDAQ: TBLT) (the “Company”) in its public offering of common stock. The offering consisted of 772,628 shares of its common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 772,628 shares of its common stock at an offering price to the public of $4.53 per share (or pre-funded warrant) and associated warrant. The warrants will have an exercise price of $4.405 per share, be exercisable upon issuance, and will expire five years following the date of issuance.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Phil Magri.

Sichenzia Ross Ference Carmel LLP Represents Dominari Securities LLC in $5 Million Initial Public Offering of Unusual Machines, Inc.

Press Release – New York, NY – February 15, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Dominari Securities LLC in the initial public offering of Unusual Machines, Inc. (the “Company”), an emerging leader in first-person view drone technology. The offering consisted of 1,250,000 shares of common stock at a public offering price of $4.00 per share. The shares are expected to begin trading on the NYSE American on February 14, 2024, under the ticker symbol “UMAC”. The gross proceeds of the offering is $5 million. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Brian Margolis, and associate Chance Moore.

Sichenzia Ross Ference Carmel LLP Represents ThinkEquity LLC and Laidlaw & Company (UK) Ltd. in $8 Million Initial Public Offering of Common Stock of Perfect Moment Ltd.

Press Release – New York, NY – February 13, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented ThinkEquity LLC and Laidlaw & Company (UK) Ltd. in the initial public offering of the common stock of Perfect Moment, Ltd. (NASDAQ: PMNT) (the “Company”), a luxury lifestyle brand that combines fashion and technical performance for its ranges of skiwear, outerwear, swimwear and activewear. The offering consisted of 1,334,000 shares of the Company’s common stock at a public offering price of $6.00 per share, for gross proceeds of approximately $8 million. The Company has granted the underwriters a 45-day option to purchase up to an additional 200,100 shares of common stock to cover over-allotments at the public offering price.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Barrett DiPaolo and Matthew Siracusa, and associate Christian Lichtenberger.

Sichenzia Ross Ference Carmel LLP Represents Spartan Capital Securities in a $4 Million Public Offering for Inspire Veterinary Partners

Press Release – New York, NY – February 9th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Spartan Capital Securities, LLC in a $4.0 million public offering of Inspire Veterinary Partners, Inc. (NASDAQ: IVP) (the “Company” or “Inspire”).

Inspire is an employee-owned veterinary organization, focused on bringing more opportunities and fair market value to all veterinarians, whilst also equipping your team with the coaching and resources necessary to accelerate their career in the industry.

The public offering was comprised of 47,058,823 shares of Class A common shares and, at the option of purchasers, pre-funded warrants in lieu of shares, priced at a public offering price of $0.085 for one common share or pre-funded warrant (less the par value of each share of Class A common stock in the case of each pre-funded warrant). The offering is expected to close on February 13, 2024, subject to customary closing conditions. The Company intends to use the net proceeds from this offering for strategic acquisitions, the engagement of external, third-party marketing and business consultants. working capital and general corporate purposes.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Jeff Wofford, and law clerk Soumya Cheedi.

Click here for a full list of recent transactions headed by SRFC.

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

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Closes Over 100 Capital Markets Transactions Valued At Over $700 Million in 2023

SRFC further demonstrated its presence by representing organizations on IPOs, public and private offerings, and other market activity in 2023.

New York, NY – February 8th, 2024 – Today, Sichenzia Ross Ference Carmel LLP (“SRFC”), a full-service law firm internationally recognized for its securities and litigation practices, announced that it has closed over 100 transactions, ranging from $1.1 million to $70 million. In 2023, with the total value of these transactions surpassing $700 million. The transactions on behalf of both issuers and underwriters included initial public offerings, secondary public offerings, registered direct offerings and private placements.

SRFC provides world-class, personalized and cost-effective solutions, representing broker-dealers, businesses and individuals in all types of commercial litigation and arbitration. In October of 2023, Sichenzia Ross Ference LLP combined forces with Carmel, Milazzo & Feil to form SRFC and currently consists of approximately 70 experienced attorneys in offices including New York City, California and Florida.

Notable transaction highlights from 2023 include:

“Sichenzia Ross Ference Carmel is proud to be one of the most prolific securities law firms in the country, representing some of the most dynamic companies entering the market today,” said Greg Sichenzia, Founding Partner at SRFC. “Expectations are high for 2024, especially for the return of a strong IPO market and participation from global issuers and underwriters. We look forward to growth on behalf of the firm, its people and our clients In our first full year as SRFC.”

A full list of transactions can be found here

About Sichenzia Ross Ference Carmel LLP
SRFC is a full-service law firm with a nationally recognized corporate, securities, and litigation practice that provides experienced representation in all matters involving the securities industry. In addition to handling routine to complex commercial matters, SRFC’s renowned litigation and regulatory department specializes in defending broker-dealers, registered persons, public and private corporations, and individuals in investigations and enforcement proceedings before the SEC, FINRA, and other regulatory bodies, as well as litigations and arbitrations across all forums in the securities industry, including class action lawsuits, shareholder derivative actions, and matters involving allegations of fraud, misrepresentation or other securities violations.

Finally, SRFC has a burgeoning expungement practice, where it represents registered persons seeking to have false and harmful customer complaints removed from their industry records. In addition to SRFC’s well-known securities practice, we have expertise in multiple disciplines including complex commercial litigation in an array of matters from shareholder derivative actions, partnership disputes, breach of contract, etc. SRFC practice groups include tax and trust and estates, notably providing sophisticated estate planning for its high-net-worth clients.

Follow SRFC on LinkedIn and X (formerly Twitter)

Media contact:
FischTank PR
srfc@fischtankpr.com

 

Sichenzia Ross Ference Carmel LLP Represents AiAdvertising, Inc. in a $2.5 Million Private Placement

Press Release – New York, NY – February 6th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented AiAdvertising, Inc. (OTC: AIAD),  an AI-powered solutions provider employing the industry’s scientifically advanced, patent-pending AI targeting process, in a $2,500,000 private placement of Series I Preferred Stock.

AiAdvertising sold 892,857 shares of Series I Preferred Stock at a purchase price of $2.80 per share of Series I Preferred Stock. This was the second tranche of an offering pursuant to a securities purchase agreement entered into between AiAdvertising and Hexagon Partners, Ltd., a Texas based investment company.

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

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents TruGolf, Inc. as Special Securities Counsel in Business Combination with Deep Medicine Acquisition Corp.

Press Release – New York, NY – February 6th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented TruGolf, Inc. (NASDAQ: TRUG) (“TruGolf” or the  “Company”) as special securities counsel in the successful completion of its previously announced business combination with Deep Medicine Acquisition Corp. (“Deep Medicine”). The combination has resulted in TruGolf becoming a publicly-traded company, and the combined public company being renamed “TruGolf Holdings, Inc.”

The common stock of the combined company began trading on the NASDAQ Stock Market (“NASDAQ”) under the new ticker symbol “TRUG” on February 1st, 2024.

“We share TruGolf’s vision of making golf more accessible to a broader and rapidly growing audience,” stated Humphrey Polanen, CEO of DMAQ. “TruGolf’s innovative software and data analytics can improve the players’ skills, while the user-friendly design increases their enjoyment of golf.”

Chris Jones, CEO and Co-Founder of TruGolf, commented, “Today marks a significant milestone as we embark on our journey as a publicly traded company. This is not just a financial achievement, as this will serve as a vehicle to accelerate our growth and a testament to the commitment and expertise of our board, management team and passionate employees. We are thankful for the DMAQ team’s support and guidance throughout the transaction process.”

TruGolf is a sporting company focused on the development of ultra-realistic and precise golf simulators and solutions surrounding golf. Their team has built multiple award-winning video games (“Links”), as well as the hardware solutions to accompany such. They’re passionate about the development of innovative indoor golf solutions and helping the golf industry grow by making golf more accessible, affordable, and available.

Deep Medicine was a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Deep Medicines began trading on the NASDAQ in October 2024 under the ticker “DMAQ” and “DMAQR”, respectively.

The Sichenzia Ross Ference Carmel LLP team was led by partners Arthur Marcus and Matt Siracusa, and law clerk Rohini Sud.

Click here for a full list of recent combinations & transactions headed by SRFC.

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents BullFrog AI Holdings, Inc. in $5.7 Million Underwritten Public Offering

Press Release – New York, NY – February 1st, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Bullfrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“Bullfrog AI” or the “Company”), in an underwritten public offering of an aggregate of 1,507,139 shares of common stock and accompanying warrants to purchase 1,507,139 shares of common stock at a public offering price of $3.782 per share.

The gross proceeds of the above offering are approximately $5,700,000, prior to deducting underwriting discounts and offering expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. The offering is expected to close on February 5, 2024, subject to satisfaction of customary closing conditions.

Bullfrog AI is a digital biopharma company, focused on the use of artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics. Their lead product, a proprietary AI/ML analytics platform, aims to improve the development process and assist in clinical trials through the identification of “high-value data niches and patient subgroups”.

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

The Sichenzia Ross Ference Carmel LLP team was led by partner Arthur Marcus, counsel Sharon Carroll, and associate Jesse Blue.

Click here for a full list of recent transactions headed by SRFC.

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents 60 Degrees Pharmaceuticals in $2.4 Million Public Offering

Press Release – New York, NY – January 30th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented 60 Degrees Pharmaceuticals, Inc. (NASDAQ: SXTP; SXTPW) in its initial public offering of $2.4 Million.

The offering consists of 5,260,901 units (the “Units) at a price to the public of $0.385 per Unit and 999,076 pre-funded units (the “Pre-Funded Units”) at a price to the public of $0.375 per Pre-Funded Unit.

Each Unit consists of one share of common stock and one warrant exercisable for one share of common stock (the “Warrant”). Each Warrant will have an exercise price of $0.4235 per share, be exercisable immediately upon issuance, and expire five years from the date of issuance. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrant”) and one Warrant identical to the Warrants included in the Units.

60 Degrees Pharmaceuticals, Inc., founded in 2010, specializes in the development and marketing of new medicines for the prevention and treatment of tropical infectious diseases, including those considered neglected by the World Health Organization. In 2018, their lead product ARAKODA, designed to prevent malaria, was approved for use by the US Food and Drug Administration.

WallachBeth Capital LLC is the Sole Bookrunner for the offering.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Phil Magri, and counsel Jeffrey Hua.

Click here for a full list of recent transactions headed by SRFC.

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

Sichenzia Ross Ference Carmel LLP

SEC Issues New SPAC/De-SPAC Rules: A Definitive Guide

On January 24, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules relating to special purpose acquisition companies (“SPACs”). This email just touches on the material aspects of the final rules which consist of 581 pages. You can see the final rule here: https://www.sec.gov/files/rules/final/2024/33-11265.pdf

Definitions:

  • De-SPAC transaction” means a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, involving a special purpose acquisition company and one or more target companies (contemporaneously, in the case of more than one target company).
  • Special purpose acquisition company means a company that has: (1) indicated that its business plan is to: (i) conduct a primary offering of securities that is not subject to the requirements of Rule 419 under the Securities Act of 1933 (“Securities Act”); (ii) complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within a specified time frame; and (iii) return proceeds from the offering and any concurrent offering (if such offering or concurrent offering intends to raise proceeds) to its security holders if the company does not complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within the specified time frame; or (2) represented that it pursues or will pursue a special purpose acquisition company strategy.
  • “SPAC sponsor” means any entity and/or person primarily responsible for organizing, directing, or managing the business and affairs of a special purpose acquisition company, excluding, if an entity is a SPAC sponsor, officers and directors of the special purpose acquisition company who are not affiliates of any such entity that is a SPAC sponsor.
  • “Target company” means an operating company, business or assets.

Registered Offerings by SPACs: The new rules cover: (i) the forepart of the registration statement and the prospectus cover page; (ii) a new summary section; and (iii) a new dilution table.

SPAC sponsor; conflicts of interest: The focus is on identifying the SPAC sponsors and their compensation, including: (i) identifying the controlling persons; (ii) the extent to which the SPAC sponsor, its affiliates, and the promoters are involved in other special purpose acquisition companies; (iii) any agreement between the SPAC sponsor and the SPAC, its officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction; (iv) the nature (e.g., cash, shares of stock, warrants and rights) and amounts of all compensation to be paid and whether any shares have been transferred, surrendered or cancelled; (v) any actual or potential conflicts of interest; and (vi) any fiduciary duties of each officer and director of the SPAC to other companies.

De-SPAC Transactions: The new rules cover: (i) the forepart of the registration statement and the prospectus cover page: (A) whether the SPAC has received an appraisal; (B) whether any material financing transactions that have occurred since the SPAC IPO or will occur in connection with the consummation of the de-SPAC transaction; (C) the compensation to be received in the de-SPAC transaction; and (D) any material conflicts of interest that have or may occur; (ii) a new summary section; and (iii) a new dilution table.

Background of and reasons for the de-SPAC transaction; terms of the de-SPAC transaction; effects: The registration statement must cover, among other things: (i) how the de-SPAC transaction came about; (ii) the material terms of the transaction; (iii) the financing of the transaction; (iv) differences in the rights of the stockholders of the two companies; (iv) the accounting treatment of the transaction; (v) the tax consequences of the transaction; and (vi) any material interests in the de-SPAC transaction or any related financing transaction held by the SPAC sponsor or the SPAC’s officers or directors.

Board determination about the de-SPAC transaction: Requires disclosure of: (i) whether the SPAC Board found the deal advisable and in the stockholders’ best interests; (ii) the factors used by the Board to reach their decision; (iii) whether the de-SPAC transaction is structured so that approval of at least a majority of unaffiliated security holders of the SPAC is required; (iii)  whether the Board has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the de-SPAC transaction; and (iv) whether the de-SPAC transaction was approved by a majority of the SPAC board who are not employees.

Reports, opinions, appraisals, and negotiations: Requires disclosure if the SPAC or SPAC sponsor has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party or an unaffiliated representative relating to the fairness and other matters of the de-SPAC transaction, and if so, summarize it.

Tender offer filing obligations: If the SPAC files a Schedule TO  for any redemption of securities offered to security holders, such Schedule TO must provide additional information from the Proxy Rules and the tender offer must be done in compliance with the Issuer Tender Offer Rules.

Projections: If projections are used in the registration statement, the SPAC must disclose their purpose, assumptions used, and whether the target company has approved them, among other things.

Forward Looking Statements: The rules adopt a definition of “blank check company” under the Private Securities Litigation Reform Act (“PSLRA”) that make the safe harbor for forward-looking statements under the PSLRA unavailable for such blank check companies, including SPACs.

Interactive Data File: The disclosure must comply with Rule 405 of Regulation S-T and the EDGAR Filer Manual. This requirement will become effective on or about May 28, 2025 (490 days after publication in the Federal Register).

Shell Company Mergers. The Final Rule also deals with shell company mergers. Under Rule 145a in certain business combination transactions where reporting shell companies, including SPACs, are parties, the combined company will be required to register the deemed sale of its securities to the pre-transaction reporting shell company shareholders at the time of the business combination, unless there is an available exemption. Thus, the target company will be a co-issuer/co-registrant and its directors and officers will have to sign the registration statement and will be subject to liability under the securities laws.

Amendments to Regulation S-X: The final Rules amend financial statement requirements and the forms and schedules filed in connection with business combination transactions involving shell companies (other than business combination related shell companies), including de-SPAC transactions, to align more closely required disclosures about the target company with those required in a Form S-1 or F-1 for an IPO, including: (i) expanding the circumstances in which target companies may report two years, instead of three years, of audited financial statements; and (ii) further aligning the requirements for audited financial statements in these transactions with those required in a registered IPO.

Effective Date: Except as for the IDF rule, the rules become effective on or about May 28, 2024 (125 days after publication in the Federal Register).

See the Fact Sheet here: https://www.sec.gov/files/33-11265-fact-sheet.pdf

See the Press Release here: https://www.sec.gov/news/press-release/2024-8

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

New Federal Disclosure Requirements for Corporations and Limited Liability Company

What’s New: Starting January 1, 2024, pursuant to the new Federal Corporate Transparency Act (“CTA”) all persons filing for a new non-exempt corporation or limited liability company (“LLC”) in any State (including the District of Columbia or any U.S. Territory) or in any foreign country must also register their “beneficial owners” and “company applicants” with the U.S. Department of the Treasury’s division of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). First reports must be filed within 90 days of the company’s organization. Sichenzia Ross Ference Carmel (“SRFC”) is advising clients to file concurrently upon organization. Any reporting company that was created before January 1, 2024, must file a report no later than January 1, 2025. Please contact your SRFC attorney to schedule your filing this year.

Who is Exempt?: Certain companies regulated by the Securities and Exchange Commission or the
Federal banking agencies are exempt. Check with your SRFC attorney to find out of your company
is exempt from the registration requirement.

What if We Don’t File?: The willful failure to report complete or updated beneficial ownership
information to FinCEN, or the willful provision of or attempt to provide false or fraudulent
beneficial ownership information may result in a civil or criminal penalties, including civil
penalties of up to $500 for each day that the violation continues, or criminal penalties including
imprisonment for up to two years and/or a fine of up to $10,000.
Senior officers of an entity that fails to file a required BOI report may be held accountable for that
failure.

Who is a “Beneficial Owner”?: A beneficial owner is any individual who, directly or indirectly:
• Exercises substantial control over a reporting company; OR
• Owns or controls at least 25 percent of the ownership interests of a reporting company.
Each of the bold faced terms have complex definitions under the regulations. For example,
“substantial control” may include persons “who have substantial influence over important
decisions made by the reporting company…”
“Ownership interests” include equity, profit interests, convertible instruments, and options and the
“catch all” provision.

There are exemptions to the beneficial owner definitions, including minor children, custodians,
employees, inheritors and creditors. To determine who in the company must file as a Beneficial
Owner, please confer with your SRFC attorney.

Who is the “Company Applicant”?: If the company is organized after January 1, 2024, the
individual who is primarily responsible for directing or controlling the filing must file as the
Company Applicant. SRFC believes that to be the incorporator of the corporation, the organizer of
the LLC or member of senior management of the Company who has asked SRFC to assist in the
organization of the company. (There is no Company Applicant for entities formed before January
1, 2024).

What Details Are In The Filing?: Reporting companies must provide:
– Full legal name
– Trade name if any
– U.S. address
– Jurisdiction of formation
– IRS Taxpayer ID number

The Beneficial Owner and the Company Applicant must provide:
– Full legal name
– Date of birth
– Current address
– Image of either passport or driver’s license

How To File: Your filing will be coordinated with your SRFC attorney who will assist with the
preparation of the organization and FinCEN documents in conjunction with a third-party filing
service that will be the “direct applicant” under the CTA. The filing service will charge a separate
fee for filing directly with FinCEN. You can avoid that fee if you wish to file yourself directly on
the FinCEN website.

Updates/Changes Must Be Filed: If there is any change to the required information about the
reporting company, its Beneficial Owners or the Company Applicant in a previously filed report,
the company must file an updated BOI report no later than 30 days after the date on which the
change occurred. If an inaccuracy is identified in a BOI report, the company must correct it no
later than 30 days after the date your company became aware of the inaccuracy or had reason to
know of it.

Your Information Is NOT Publicly Available: These reports are not available to the public (even
through the Freedom of Information Act), but will be accessible by law enforcement at the federal,
state and local levels. Financial institutions may also have access upon their customer’s consent.

Questions? If you have any questions about this new filing requirement, please contact your SRFC
attorney.

This memorandum is provided by Sichenzia Ross Ference Carmel LLP for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.

Sichenzia Ross Ference Carmel LLP Represents Spartan Capital Securities, LLC in $8.45 Million Private Offering of Alpha Cognition, Inc.

Press Release – New York, NY – January 23rd, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Spartan Capital Securities, LLC., acting as the exclusive placement agent, in the final closing pursuant to its previously announced private placement of Alpha Cognition, Inc. (the “Company”).

The gross proceeds of the offering received to date are US$8.45 million, which includes shares of the fully subscribed 30% overallotment.

Alpha Cognition Inc. is a biopharmaceutical company focused on providing those with neuro-degenerative diseases the support they need to function in daily life. Their recent treatment options include the impressive ALPHA-1062, a drug in testing that may prove to have a significant effect in treating Alzheimer’s Disease.

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia and Jeff Cahlon.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Aegis Capital Corp. in $7 Million Public Offering of C3is Inc.

Press Release – New York, NY – January 23rd, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Aegis Capital Corp. as underwriter, in its public offering of C3is Inc. (the “Company” or C3is”).

The now-closed offering consisted of 28,000,000 Units, each containing one share of common stock or Pre-Funded Warrant. The above offering resulted in gross proceeds to the Company of approximately $7.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The offering was upsized from $6.0 million.

C3is is an international shipping transportation company, providing dry bulk and crude oil tanker seaborne services. Their clientele includes major national and private industrial users, commodity producers, and traders.

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Darrin M. Ocasio, and Jeff Cahlon, and associate Christian Lichtenberger.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Titan Partners Group in $15 Million Public Offering of SurgePays, Inc.

Press Release – New York, NY – January 18th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Titan Partners Group (the “Underwriter”), in its public offering of SurgePays, Inc.: a technology and telecom company focused on the underbanked and underserved.

The offering consisted of 2,678,571 shares of its common stock (or pre-funded warrants in lieu thereof) at a public offering price of $5.60 per share, for aggregate gross proceeds of approximately $15 million, before deducting underwriting discounts and other offering expenses.

SurgePays has granted the underwriters a 45-day option to purchase up to 401,785 additional shares of its common stock sold in the offering on the same terms and conditions. The Company expects to close the offering on January 22, 2024, subject to customary conditions.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Brian Margolis, and law clerk Soumya Cheedi.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP to Sponsor EF Hutton’s Annual Global Conference

Press Release – New York, NY – January 18th, 2024Sichenzia Ross Ference Carmel LLP is pleased to announce that it will be sponsoring EF Hutton’s Annual Global Conference, showcasing multiple public and private companies across multiple industries in an intimate setting.

This event will feature several key high-ranking executives from said companies to convey their stories to an extensive audience which includes institutional investors, high-net-worth individuals, corporate clients, and exclusive members of the press.

EF Hutton is an investment bank headquartered in New York, NY that provides strategic advice and financing solutions to middle market and emerging growth companies. EF Hutton has a proven track record of providing superior strategic advice to clients across the globe in any sector, with unique access to capital from the USA, Asia, Europe, UAE, and Latin America.

The annual event will take place on Wednesday, May 15th, 2024, from 8:30am – 3:15pm at the beautiful Plaza Hotel in New York City. The event features a continental breakfast at 7:30am, and a working lunch at 11:30am.

If you are interested in attending the event, please register by clicking here. We look forward to connecting with all of our valued partners at the event!

Sichenzia Ross Ference Carmel LLP Represents EF Hutton in $1.8 Million Public Offering of DatChat, Inc.

Press Release – New York, NY – January 18th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented EF Hutton (the “Underwriter”), in its public offering of DatChat, Inc.’s (the “Company” or “DatChat”) common stock.

The offering consisted of 972,972 shares of its common stock (or pre-funded warrants in lieu thereof) at a public offering price of $1.85 per share, for aggregate gross proceeds of approximately $1.8 million, before deducting underwriting discounts and other offering expenses.

In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 145,945 shares of common stock (or pre-funded warrants in lieu thereof) at the public offering price per share, less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on January 19, 2024, subject to satisfaction of customary closing conditions.

DatChat is a metaverse-focused secure messaging and social media company. Their goal is to make the metaverse simple, fun, and accessible for all while maintaining privacy protection across the board. Their flagship product, the DatChat Messenger & Private Social Network, is a privacy platform and mobile application that provides safe and private communication and sharing.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Avital Perlman, and associate Christian Lichtenberger.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents A2Z Smart Technologies Corp. in $4.7 Million Registered Direct Offerings

Press Release – New York, NY – January 17th, 2024 –Sichenzia Ross Ference Carmel LLP announced today that it represented A2Z Smart Technologies Corp. (the “Company”), (NASDAQ: AZ)(TSXV: AZ), a global innovator in innovative technology solutions, in the Company’s $4.7 million registered direct offerings.

The Company on January 16th, 2023 sold 2,806,302 common shares, at a purchase price of $1.15 per share, alongside with warrants to purchase 1,403,151 shares at a price of $1.50 per share, for aggregate gross proceeds of approximately $3.23 million. As previously disclosed, the Company also raised $1.5 million through the sale of common shares and warrants in December 2023.

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

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents VCI Global Limited in $2.75 Million Public Offering

Press Release – New York, NY – January 12th, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented VCI Global Limited (the “Company” or “VCI”) (NASDAQ: VCIG). Today, it announced the closing of its common stock public offering, with gross proceeds of approximately $2.75 million, before deducting placement agent fees and other expenses.

The offering consisted of 2,200,000 ordinary shares and accompanying Series A warrants to purchase up to 2,200,000 ordinary shares (“Series A Warrants”) and Series B Warrants to purchase up to 2,200,000 ordinary shares (“Series B Warrants”, together with Series A Warrants, collectively the “Series Warrants”) at a combined offering price of $1.25 per ordinary share and associated Series Warrants.

VCI Global is a business consultancy agency, with key focuses on capital market consultancy, marketing consultancy, and technology consultancy. The Company provides business and boardroom strategy services, investor relation services, initial public offering, marketing, real estate consultancy, and technology consultancy services. Its clients range from small-medium enterprises and government-linked agencies to publicly traded companies across a broad array of industries. g.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Jeffrey Wofford, counsel Jeff Hua, and associate Tong Wu.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

The Department of Labor Publishes Issuance of the Final Rule Defining Employee or Independent Contractor Classification

The Department of Labor, on January 10, 2024, published the issuance of the final rule (“Rule”) defining Employee or Independent Contractor Classification under the Fair Labor Standards Act (“FLSA”).

The Rule states that a worker is not an independent contractor if s/he is, as matter of economic reality, economically dependent on an employer for work. The Rule is effective on March 11, 2024.

The Rule applies the following six factors to analyze employee or independent contractor status:

(1) opportunity for profit or loss depending on managerial skill – The following facts, among others, can be relevant: whether the worker determines or can meaningfully negotiate the charge or pay for the work provided; whether the worker accepts or declines jobs or chooses the order and/or time in which the jobs are performed; whether the worker engages in marketing, advertising, or other efforts to expand their business or secure more work; and whether the worker makes decisions to hire others, purchase materials and equipment, and/or rent space;

(2) investments by the worker and the potential employer – This factor considers whether any investments by a worker are capital or entrepreneurial in nature;

(3) degree of permanence of the work relationship – This factor weighs in favor of the worker being an employee when the work relationship is indefinite in duration, continuous, or exclusive of work for other employer ;

(4) nature and degree of control – This factor considers the potential employer’s control, including reserved control, over the performance of the work and the economic aspects of the working relationship;

(5) extent to which the work performed is an integral part of the potential employer’s business – This factor weighs in favor of the worker being an employee when the work s/he performs is critical, necessary, or central to the potential employer’s principal business; and

(6) skill and initiative – This factor indicates employee status where the worker does not use specialized skills in performing the work or where the worker is dependent on training from the potential employer to perform the work. .

No factor or set of factors among this list of six has a predetermined weight, and additional factors may be relevant if such factors in some way indicate whether the worker is in business for him/herself (i.e., an independent contractor), as opposed to being economically dependent on the employer for work (i.e., an employee under the FLSA).

Note that a person can be an “independent contractor” under IRS rules (https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-self-employed-or-employee ) but still be an “employee” under the FSLA.

Potential penalties: If an employee is incorrectly classified as an independent contractor, the employer will be responsible for paying any unpaid wages owed to the employee under the FLSA. Additionally, the employer may have to pay liquidated damages in an amount equal to back wages, as well as civil money penalties. Employers may also have to pay attorneys’ fees associated with litigation.

See the Rule here: https://www.federalregister.gov/documents/2024/01/10/2024-00067/employee-or-independent-contractor-classification-under-the-fair-labor-standards-act

See the FAQs here: https://www.dol.gov/agencies/whd/flsa/misclassification/rulemaking/faqs

See the Compliance Guide here: https://www.dol.gov/agencies/whd/government-contracts/small-entity-compliance-guide

Sichenzia Ross Ference Carmel LLP Represents Alset Capital Acquisition Corp. in Business Combination with HWH International Inc.

Press Release – New York, NY – January 10th, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Alset Capital Acquisition Corp. (“Alset, NASDAQ: ACAX) in a successful completion of its previously announced business combination with HWH International Inc. (“HWH”).

HWH International is a purpose-driven lifestyle business, focusing on enabling home-based people in the gig economy to create lasting health, wealth, and happiness. They’ve notably created four programs based on different core pillars: HWH Marketplace, Hapi Cafe, Hapi Travel Destination, and Hapi Wealth builder.

The common stock of the combined company began trading on the NASDAQ Global Market (“NASDAQ”) under the new ticker symbol “HWH” on January 9th, 2024.

The Business Combination and related listing of HWH’s common stock are anticipated to allow HWH to continue its growth momentum in the rapidly growing GIG economy.

The Sichenzia Ross Ference Carmel LLP team was led by partners Darrin M. Ocasio, Esq. and Arthur Marcus, and associate Jesse Blue

Click here for a full list of recent combinations & transactions spearheaded by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Successfully Represents Global System Dynamics, Inc. in NASDAQ Delisting Hearing

Press Release – New York, NY – January 5th, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Global Systems Dynamics, Inc. (NASDAQ: GSD, GSDWW, GSDWU) (“GSD” or the “Company”) in front of a NASDAQ hearing panel, to determine the future of GSD’s listing on the Nasdaq Capital Markets. The hearing was a success, with GSD being granted a conditional extension to complete their business combination with DarkPulse, Inc. (OTC: DPLS), and re-evaluating NASDAQ status by April 1st, 2024.

GSD is a newly organized blank check company incorporated in January 2021 as a Delaware corporation, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Rick Iler, CFO of GSD, stated, “We are very excited to report that we have been granted a conditional extension to accomplish our business combination by Nasdaq by April 1, 2024. We will continue to work diligently to meet the stipulations of the Staff. Once completed, we remain confident that this transaction will create significant shareholder value.

The Sichenzia Ross Ference Carmel LLP team was led by partner Ross Carmel, and associate Mohit Agrawal.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents New Era Helium Corp. in Business Combination with Roth CH Acquisition V Co.

Press Release – Beverly Hills, CA – January 4th, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented New Era Helium Corp. (“NEH” or the “Company”) in a successful business combination with Roth CH Acquisition V Co. (NASDAQ: ROCL), a publicly-traded special purpose acquisition company. The combination is expected to value New Era Helium Corp at $90 Million Pre-Money.

New Era Helium Corp. specializes in the sourcing of helium produced in association with the production of natural gas reserves in North America. The newly combined company will adopt the name of “New Era Helium Corp.”, and is expected to list on NASDAQ. The current NEH chairman, Joel Solis, and CEO, E. Will Gray II, will continue to lead the combined company, and existing shareholders will roll 100% of their equity into the combined company.

Mr. Gray commented, “New Era Helium was specifically formed as a scalable platform for the production of helium. The recent announcement of our long-term off-take agreements for our produced helium was a first step in our longer-term strategy. This transaction creates an aggregation model for upstream helium and positions the company as one of the first helium companies to list on a major exchange. We have trademarked the term “Responsibly Sourced Helium™”, while management and the Board will look to further expand our business while focusing on our ESG credentials. This business combination and support of our partners at Roth CH V will further enhance this expansion opportunity.

Joel Solis, Chairman of New Era Helium stated “I am pleased that our team has worked diligently to execute on our strategy of becoming one of the top tier producers of helium within North America. We welcome this new partnership and look forward to working with both Roth Capital Partners and Craig-Hallum Capital Group.

The management team of Roth CH V stated, “We are enthused to enter into this agreement with New Era Helium and look forward to completing this merger.”

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Thiago Spercel, and associate Lony Leung.

Click here for a full list of recent combinations & transactions spearheaded by SRFC.

Sichenzia Ross Ference Carmel LLP

Ross Carmel Quoted in Law360’s “Pent Up’ Demand For IPOs Could End Drought In 2024″

Press Release – New York, NY – January 4th, 2023 – Ross Carmel, partner of Sichenzia Ross Ference Carmel LLP, was quoted today in an informative article by Tom Zanki.

The article, titled “Pent Up’ Demand For IPOs Could End Drought In 2024”, examines the possibility of initial public offerings rebounding compared to the last two years, notably forecasting which organizations will join the market and which IPOs may accelerate.

“Which companies will jump first is yet another question. Capital markets attorneys will watch
whether a marquee name — financial payments startup Stripe Inc. has been rumored among
top IPO prospects for years — will open the door for more deals.

Stripe last raised $6.5 billion in a private round last March at a $50 billion valuation in a
financing that was largely designed to allow Stripe employees the ability to sell their equity.
Sichenzia Ross Ference Carmel LLP partner Ross Carmel noted that Stripe’s many private
investors will eventually want the liquidity that public markets provide.

Stripe was also reportedly on track to turn a profit in 2023, which could boost its appeal with
public investors. Stripe declined to comment on whether it is considering an IPO.

Ax well, when asked for his thoughts on how Stripe fares amongst the top IPOs, Ross had this to say:

“Stripe has probably the best opportunity to be the one to open the floodgates.”

Press here to read the full article and more at Law360.

Sichenzia Ross Ference Carmel LLP

Gregory Sichenzia Quoted in Private Banker International’s “Private Banking and Markets in 2024: What’s the Outlook?”

Press Release – New York, NY – December 26th, 2023Gregory Sichenzia, founding partner of Sichenzia Ross Ference Carmel LLP, was quoted today in an informative article by Patrick Brusnahan.

The article, titled “Private banking and markets in 2024: What’s the outlook?”, outlines a clear-cut set path for banking in the new year, and how interest and inflation will affect the projected outcome.

When contacted for an interview, Greg stated the following:

“In 2024, interest rates will continue to dominate headlines, but this time because of their stabilisation and decline, which will create a more active IPO and capital markets climate, as well as a big boost to the overall economy.

The resurgence of the IPO market is clear, as activity typically increases when the cost of capital gets cheaper, which ultimately needs to be deployed. In 2024, I expect Stripe will be the company that opens the markets and the floodgates because all of the private venture capital and banking money that’s gone into it over the past few years. If a deal with Stripe materialises, large caps will lead the way for opening up small caps.

We’ve already seen big companies performing much better. As I write this, stock markets in mid-December are hitting all-time highs. Right now, we see large cap companies (such as Amazon, Tesla and Google) succeed, and that will start to trickle down to smaller companies in the new year. This is due to investors making money in their portfolios off bigger investments, creating more risk capital available. History tells us when people start feeling more secure in bigger investments, the micro and mid-cap markets thrive.

Further, drops in interest rates also mean home buying will pick up again, which makes many bullish about real estate and broader capital markets.

All of this will result in more lending, which will affect the banking industry. People will be borrowing more money again because the cost of capital comes down. If no one is borrowing money, then they’re not making money. As JFK said, a rising tide lifts all boats.

Overall, we can anticipate that all sectors will improve in the new year. With interest rates and a presidential election year, I forecast a robust stock market and IPO market going into 2024.”

Press here to read the full article and more at Private Bankers International.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Alternus Energy Group Plc. in Business Combination with Clean Earth Acquisitions Corp.

Press Release – New York, NY – December 26th, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Alternus Energy Group Plc. (OSE: ALT) (“AEG”) in a successful business combination with Clean Earth Acquisitions Corp. (NASDAQ: CLIN), a special purpose acquisition company. 

The newly combined company will adopt the name of “Alternus Clean Energy Inc.” (“Alternus Clean Energy” or the “Company”). Under the terms of the amended business combination agreement, AEG owns approximately 80% of the Company, with the remaining shares owned by Clean Earth sponsors and public shareholders. The Company has acquired a majority of AEG’s assets. At the same time, AEG will continue to exist as a separate legal entity and will continue to trade on the Euronext Growth stock market in Oslo under the ticker (OSE: ALT).

Alternus Clean Energy’s common stock began trading on the NASDAQ Stock Market on December 26th, 2023 under the ticker symbol (NASDAQ: ALCE).

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Jeffrey Wofford, and associate Mohit Agrawal

Click here for a full list of recent combinations & transactions spearheaded by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Cyngn Inc. in $5.0 Million Public Offering

Press Release – New York, NY – December 12th, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Cyngn Inc. (the “Company” or “Cyngn”) (NASDAQ: CYN). Today, it announced the closing of its common stock public offering, with gross proceeds of approximately $5.0 million, before deducting placement agent fees and other expenses.

The offering consisted of 33,333,333 shares of common stock and pre-funded warrants. Each share of common stock (or pre-funded warrant in lieu thereof) was sold at a purchase price of $0.15 per share (or $0.14999 per pre-funded warrant after reducing $0.00001 attributable to the exercise price of the pre-funded warrants).

Cyngn, a developer of AI-powered autonomous driving software solutions for industrial applications, expects to use the net proceeds from the offering for general corporate purposes, including working capital.

Cyngn’s flagship product, its Enterprise Autonomy Suite, includes DriveMod (autonomous vehicle system), Cyngn Insight (customer-facing suite of AV fleet management, teleoperation, and analytics tools), and Cyngn Evolve (internal toolkit that enables Cyngn to leverage data from the field for artificial intelligence, simulation, and modeling).

Aegis Capital Corp. acted as the exclusive placement agent for the offering.

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

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents A2Z Smart Technologies Corp. in a $1.5 Million Registered Direct Offering

Press Release – New York, NY – December 18, 2023 –Sichenzia Ross Ference Carmel LLP announced today that it represented A2Z Smart Technologies Corp. (the “Company”), (NASDAQ: AZ), a global innovator in innovative technology solutions, in a $1.5 million registered direct offering of common shares and common warrants.

The Company sold 1,295,783 common shares and warrants to purchase 647,891 common shares at a combined purchase price of $1.15 per share and accompanying 0.5 warrant.  The aggregate gross proceeds from the offering were approximately $1.5 million.

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

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Completes 18 Transactions in Past 60 Days, Establishing Itself As One of the Most Prolific Securities Law Firms in the Country

Press Release – New York, NY – December 11, 2023 – Sichenzia Ross Ference Carmel LLP (“SRFC”), a full-service law firm internationally recognized for its securities and litigation practices, today shared a snapshot of the Firm’s activity since announcing that Sichenzia Ross Ference LLP would combine with Carmel, Milazzo & Feil to form SRFC.

With approximately 70 experienced attorneys in offices spanning New York City, California and Florida, SRFC is one of the largest rosters of securities lawyers in the country across mid-sized law firms. SRFC provides creative and cost-effective solutions, boasting a world-class corporate and securities litigation group that represents broker-dealers, businesses and individuals in all types of commercial litigation and arbitration.

In recent months, SRFC has accomplished multiple major transactions, including but not limited to:

Additionally, SRFC celebrated the following milestones:

  • Closed 18 deals in October and November 2023, totaling an amount of $89,350,000 since the combination.
  • Joined the ranks on the Chamber’s New York Regional Guide for 2024.
  • Partner, Ross Carmel’s commentary on the IPO market featured in MarketWatch and MSN
  • Litigation Partner, Scott Furst achieved a case of first-impression victory in the New Jersey Superior Court Appellate Division in October
  • Sponsored the 34th annual St. Jude’s “Wall Street Taste of New York” event

“While initial public offerings and broader capital markets activity are down of late, SRFC remains one of the business law firms on Wall Street, a testament to our dogged work ethic and industry expertise, both of which reflect the bright future of the firm,” said Gregory Sichenzia, Partner at SRFC. “We pride ourselves on our credibility and dedication to our clients, and look forward to achieving the firm’s growth goals and continued success of its clients as 2023 draws to a close.”

About Sichenzia Ross Ference Carmel LLP
SRFC is a full-service law firm with a nationally recognized corporate, securities, and litigation practice that provides experienced representation in all matters involving the securities industry. In addition to handling routine to complex commercial matters, SRFC’s renowned litigation and regulatory department specializes in defending broker-dealers, registered persons, public and private corporations, and individuals in investigations and enforcement proceedings before the SEC, FINRA, and other regulatory bodies, as well as litigations and arbitrations across all forums in the securities industry, including class action lawsuits, shareholder derivative actions, and matters involving allegations of fraud, misrepresentation or other securities violations.

Finally, SRFC has a burgeoning expungement practice, where it represents registered persons seeking to have false and harmful customer complaints removed from their industry records. In addition to SRFC’s well-known securities practice, we have expertise in multiple disciplines including complex commercial litigation in an array of matters from shareholder derivative actions, partnership disputes, breach of contract, etc. SRFC practice groups include tax and trust and estates, notably providing sophisticated estate planning for its high-net-worth clients.

For a full list of transactions, please click here.

Follow SRFC on LinkedIn and X (formerly Twitter)

Media contact:
FischTank PR
srfc@fischtankpr.com

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents EF Hutton in $5 Million Public Offering for Fenbo Holdings Limited

Press Release – New York, NY – December 11, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented EF Hutton in a $5,000,000 initial public offering of the ordinary shares of Fenbo Holdings Limited (Nasdaq: FEBO). The offering consisted of 1,000,000 ordinary shares at a public offering price of $5.00 per ordinary share for gross proceeds of $5,000,000 before deducting underwriting discounts and other offering expenses. The ordinary shares commenced trading on the Nasdaq Capital Market on November 30, 2023 and the offering closed on December 1, 2023.

Fenbo Holdings Limited is a provider of personal care electric appliances and toys products to overseas markets.

The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou and David Manno, and associate Jesse Blue.

Click here to view other recent transactions from the SRFC team.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Titan Partners Group in $5.55 Million Public Offering of Seelos Therapeutics

Press Release – New York, NY – December 7th, 2023 – Sichenzia Ross Ference Carmel LLP announced on December 1st that it represented Titan Partners Group, (the “Company”), an institutional investor, in a $5.55 million public offering for Seelos Theraputics Inc.’s common stock (NASDAQ: SEEL). They announced that it has priced its underwritten public offering of 1,781,934 shares of its common stock, pre-funded warrants to purchase up to 2,422,612 shares of its common stock, and accompanying common warrants to purchase up to 4,204,546 shares of its common stock.

Each share of common stock and accompanying common warrant to purchase one share of common stock is being sold at a combined price to the public of $1.32 per share of common stock and accompanying common warrant and each pre-funded warrant and accompanying common warrant to purchase one share of common stock is being sold at a combined price to the public of $1.319 per pre-funded warrant and accompanying common warrant. The pre-funded warrants will be immediately exercisable and will have an exercise price of $0.001 per share. The common warrants will be immediately exercisable, will have an exercise price of $1.32 per share, and will expire on the date that is five years following the closing of the offering. All of the shares of common stock, pre-funded warrants, and accompanying common warrants to be sold in the offering are being sold by Seelos.

Seelos Theraputics, Inc. is a clinical-stage biopharmaceutical company focused on the development of therapies for central nervous system disorders and rare diseases.

Titan Partners Group, a division of American Capital Partners, is acting as sole book-running manager for the offering.

The Sichenzia Ross Ference Carmel LLP team was led by partner Ross Carmel, Of Counsel Shane Wu, and law clerk Soumya Cheedi.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Treasure Global Inc. in $4 Million Public Offering

Press Release – New York, NY – December 7, 2023 – Sichenzia Ross Ference Carmel LLP announced on November 28th, that it represented Treasure Global Inc. (NASDAQ: TGL) in a public offering, with the pricing of 26,014,000 shares (the “Shares”) of common stock, par value $0.00001 per share (“Common Stock”), at a public offering price of $0.10 per share. As well, the offering includes 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with a right to purchase one share of Common Stock at a public offering price of $0.0999 per Pre-Funded Warrant, for aggregate gross proceeds of approximately $4,000,000, before deducting underwriting discounts and offering expenses.

In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 6,002,100 shares of Common Stock at the public offering price per Share and/or pre-funded warrants in lieu thereof at the public offering price per Pre-Funded Warrant, less the underwriting discounts to cover over-allotments, if any. The offering is expected to close on November 30, 2023, subject to satisfaction of customary closing conditions.

Treasure Global Inc. is an innovative Malaysian e-commerce platform, focused on providing seamless lifestyle solutions for online consumers and offline physical retailers. In June of 2020, TGI launched its proprietary product, the ZCITY App, a cross-profit-sharing platform that allows business owners to “promote their product, increase their network, and reap the profits and rewards.” Their product currently has over 2,660,000+ registered users, with at least 187,000 remaining active per quarter.

EF Hutton, a division of Benchmark Investments LLC, was the underwriter on said public offering.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Jeffrey Wofford, and associate Jeffrey Hua.

Click here to view other recent transactions from the SRFC team.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents The Singing Machine Company, Inc. in $2 Million Private Placement

Press Release – New York, NY – November 30, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented The Singing Machine Company, Inc. (NASDAQ: MICS) (the “Company”), in a $2 Million private placement offering. The Company entered into a stock purchase agreement (the “Purchase Agreement”) with two accredited investors.

Pursuant to the Purchase Agreement, the Company sold an aggregate of 2,197,802 shares of its common stock at a price of $0.91 per share, representing a 3% premium to the closing price of the Company’s common stock on November 17, 2023.

The Singing Machine Company was the first to provide karaoke systems for home entertainment in the United States. They’re ultimately focused on the continued development of new singing-related products, and expanding their continued dominance in the entertainment industry.

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

Click here to view other recent transactions from the SRFC team.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Madison Global Partners LLC in a Registered Direct Offering of the securities of authID Inc.

Press Release – New York, NY – November 28, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Madison Global Partners, LLC, in a registered direct offering of the securities of authID, Inc. (NASDAQ: AUID) (“The Company”), a leading provider of innovative biometric identity verification and authentication solutions.

The company sold 1,574,990 million shares of its common stock at a purchase price of $6.00 per share. The aggregate gross proceeds from the Offering were approximately $9.4 million before deducting placement agent fees and other estimated offering expenses.

authID, Inc. is a rapidly emerging industry leader in biometric identification. Their main product line, known as “Verified Workforce”, is a solution to rapid human factor authentication and delivering unphishable MFA. Their services aim to improve cybersecurity within our daily lives and make the workplace, as well as the consumer experience, more secure than ever before.

The Sichenzia Ross Ference Carmel LLP team was led by partners Darrin Ocasio and Jeff Cahlon, and associate, Jesse Blue.

Click here to view other recent transactions from the SRFC team.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP’s Litigation Partner Scott Furst Wins First-Impression Victory For New Jersey Limited Liability Company’s Expulsion of Alleged Member

Press Release – New York, NY – November 20, 2023Sichenzia Ross Ference Carmel LLP Litigation Partner Scott Furst achieved a case of first-impression victory in the New Jersey Superior Court Appellate Division on October 26, 2023, resolving a multi-year business litigation in which Mr. Furst earlier won a unanimous jury verdict and contract damages and all post-trial motions denying a new trial, denying judgment notwithstanding the jury verdict and granting the disassociation and expulsion of a purported member of a New Jersey limited liability company without valuation or buyout of the membership interest.  The underlying order of dissociation and expulsion is the first issued by a New Jersey trial court and also affirmed by the New Jersey Superior Court Appellate Division since the State of New Jersey adopted the New Jersey Revised Uniform Limited Liability Company Act in 2012 (the “Act”) reaching all such issues.

The Act applies to every New Jersey limited liability company in effect before or after 2012.  The Revised Uniform Limited Liability Company Act has been adopted by nineteen (19) states, Alabama, Arizona, Arkansas, California, Connecticut, Florida, Idaho, Illinois, Iowa, Minnesota, Nebraska, New Jersey, North Dakota, Pennsylvania, South Dakota, Utah, Vermont, Washington, and Wyoming, and the District of Columbia.

On appeal, the Defendant, GreenbergFarrow Architecture, Inc., a global architecture, engineering, planning and development services firm with offices in the United States, Latin America and Asia, challenged the jury’s award of compensatory damages arising from Defendant’s abandonment of a new limited liability company, Engenuity Infrastructure, LLC, Defendant had agreed to support professionally and financially that was led by Plaintiff Jaclyn Flor.  The Appellate Division affirmed both liability and damages in favor of the Plaintiffs, an individual and the managing member of the limited liability company who had separated from her prior employment where she was an equity holder, to start Engenuity Infrastructure, LLC.  GreenbergFarrow also challenged the trial court’s declaratory judgment order directing GreenbergFarrow’s expulsion and dissociation from the limited liability company without valuation or compensation for its abandoned membership interest.

In affirming the disassociation and expulsion of GreenbergFarrow as a purported member, the Appellate Division cited the extensive trial record of documents and testimony that demonstrated that GreenberFarrow “ha[d] ignored the new business in which it claim[ed] an economic interest” when it “walked away” from the limited liability company many years earlier.

The New Jersey Supreme Court first issued controlling principles for dissociation and expulsion in 2016, in a case titled, IT Test, LLC v. Carroll, setting forth a high burden of proof for expulsion arising from a member’s “wrongful conduct” or conducting rendering it “not reasonably practicable” for the member to continue membership within the limited liability company.  In affirming the jury’s verdict and all of the trial court’s post-trial motions, including its decision not to award any compensation to the purported member that had abandoned the limited liability company, the Appellate Division emphasized that, “no provision of N.J.S.A. 42:2C-47 requires a court to award a dissociated member compensation when the member abandoned its interest and is expelled by court order for wrongful conduct. Subsection (c) provides a court ‘may’ order a sale of the expelled member’s interest, but only if, ‘in its discretion,’ the court determines that a sale ‘is required’ by some legal authority or would be equitable to all parties. N.J.S.A. 42:2C-47(c).”  Under the circumstances, the Appellate Division also held that the jury’s compensatory damages verdict against GreenbergFarrow also constituted a debt as to which GreenbergFarrow was obligated to pay.

Flor v. GreenbergFarrow Architecture Incorporated, No. A-2208-20, 2023 WL 7036278 (App. Div. Oct. 26, 2023).

Scott Furst is a member of Sichenzia Ross Ference Carmel’s Business Litigation & Arbitration, Broker-Dealer Regulation, and Compliance Groups. He has extensive civil litigation, regulatory action, investigations, and enforcement defense experience with a specialization in securities, business, complex commercial litigation, and employment matters involving senior executives, including with regard to contract disputes, investor, shareholder, and member disputes, covenants litigation, and statutory discrimination claims, in state and federal courts, before the Securities and Exchange Commission, Financial Industry Regulatory Authority, American Arbitration Association, and JAMS.  Mr. Furst also routinely advises, negotiates, and drafts transactional agreements for senior executives, officers and investors in the fund structure and formation space for private equity funds, hedge funds, real estate funds, and hybrid vehicles for alternative investments.

Sichenzia Ross Ference Carmel LLP is a full-service law firm with a nationally-recognized corporate, securities and litigation practice that provides experienced representation in all matters involving the securities industry.  In addition to handling routine to complex commercial matters, SRFC’s litigation practice specializes in representing public and private companies, private funds, investment banks, broker-dealers, investment advisers, placement agents, directors and officers, special committees, and corporate and individual investors in securities and commercial litigation, arbitration, regulatory actions and enforcement defense, including class action lawsuits, shareholder derivative actions, and matters involving allegations of fraud, misrepresentation or other securities violations.  The firm complements its core practice areas with an established tax, commercial real estate and trusts and estates practice.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents ThinkEquity in $5 Million Public Offering of Cel-Sci

Press Release – New York, NY – November 16, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented ThinkEquity as the sole book-running manager in a $5.0 million public offering of Cel-Sci, (the “Company”, NYSE American: CVM). Cel-Sci has announced the pricing will equate to approximately 2,490,000 shares of its common stock, at an offering price of $2.00 per share.

Cel-Sci is a biotechnology company, focused on changing the way cancer is treated. Their main focus is the development of novel immune-based therapies, with the potential to utilize the body’s pre-existing immune defense system against disease. Cel-Sci intends to use the net proceeds from this offering to fund the continued development of Multikine, for general corporate purposes, and working capital.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Phil Magri.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Ranks on Chambers New York Regional Spotlight Guide for 2024

Press Release – November 14th, 2023  – Sichenzia Ross Ference Carmel LLP has joined the ranks for Chamber’s New York Regional Guide, in their newest edition for 2024. Since 2004, Sichenzia Ross Ference Carmel has consistently joined and maintained its position at the top of the regional and national rankings across multiple sources, and is excited to join the ranks of a prestigious organization such as Chambers. This ranking has certified that Sichenzia Ross Ference Carmel is still consistently pushing the boundary of what a law firm can accomplish, setting a high bar for other firms to meet.

As described in Chamber’s review of our firm, they stated such:

“These Spotlight firms have maintained a foothold in the market despite high interest rates and increasing SEC regulatory scrutiny impacting deal-making. The firms listed handle a range of corporate matters including tech & outsourcing, mergers & acquisitions, fund formation and securities matters on behalf of private equity, venture capital and hedge fund clients. The influx of insolvency work and robust restructurings in the mid-market also sees some of these Spotlight firms handle bankruptcy & restructuring matters.

Sichenzia Ross Ference Carmel LLP is a corporate securities firm specializing in public offerings. Representing small cap issuers going public and small cap investment banks, the firm works with clients all over the world listed on the NASDAQ and New York Stock exchange. This New York-based firm has a thriving practice which caters to domestic and foreign issuers.”

Read more of Chamber’s rankings here.

 

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Applied UV Inc. in $6.4 Million Public Offering

Press Release – New York, NY – November 14, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Applied UV Inc., (“Applied UV” or the “Company”) in a $6.4 million upsized underwritten public offering (NASDAQ: AUVI; AUVIP), with the original offering being $6.0 million.

The base offering consists of 42,666,666 units or pre-funded units (the “Units”), each Unit consisting of one share of common stock (“Common Stock”) or one pre-funded warrant (“Pre-Funded Warrant”) to purchase one share of Common Stock, one-tenth (1/10) of a Series A warrant (“Series A Warrant”) to purchase one a share of Common Stock and one-tenth (1/10) of a Series B Warrant to purchase one a share of Common Stock (“Series B Warrant” and, together with the Series A Warrant, the “Warrants”), at an offering price of $0.15 per Unit. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one share of Common Stock, minus $0.00001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.00001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Company intends to use the net proceeds to us from this offering for the repayment of notes, and for general corporate purposes, including working capital.

Applied UV Inc. is a global leading provider of advanced food security, focused on the development and acquisition of technologies that address infection prevention in the healthcare, hospitality, and commercial markets. Their line of patented products, notably the Sterilumen series, aim to apply narrow-range light (UVC), in order to destroy pathogens safely, thoroughly, and automatically. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Jeff Wofford, and associate Jeff Hua.

 

Sichenzia Ross Ference Carmel LLP

Tonight: Sichenzia Ross Ference Carmel LLP to Sponsor St. Jude’s “Wall Street Taste of New York”

Sichenzia Ross Ference Carmel LLP is pleased to announce that it will be sponsoring St. Jude Children’s Research Hospital’s 34th annual event, titled “Wall Street Taste of New York”. This event aims to bring together New York for an evening of industry networking, featuring food and beverage tastings from local restaurants, live and silent auctions, and more to benefit the organization’s mission.

St. Jude provides comprehensive care and health equality for children with cancer and other life-threatening diseases. They tailor treatment for each child’s unique needs, improving outcomes for some of the world’s sickest children. It is our goal in sponsoring them to assist in bringing the best care possible, to the families that need it the most.

The 34th annual event will take place on Tuesday, November 14, 2023, from 5:30pm – 9:30pm EST. The event will take place at The Lighthouse at Chelsea Piers, located along Manhattan’s Hudson River.

If you are interested in attending the event, please register by clicking here. We look forward to connecting with all of our valued partners at the event!

Sichenzia Ross Ference Carmel LLP Represents Titan Partners Group in the $5 Million Registered Direct Offering of Mainz Biomed N.V.

Press Release – New York, NY – November 13, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Titan Partners Group, (the “Company”), an institutional investor, in a $5 million registered direct offering for Mainz Biomed N.V.’s common stock (NASDAQ: MYNZ). As described in the purchase agreement, Mainz Biomed M.V. has agreed to issue 4,166,667 shares of common stock and warrants to purchase up to an aggregate of 4,166,667 shares of common stock (the “Warrants”). The combined effective purchase price for each share of common stock and associate warrant to purchase one share of common stock will be $1.20.

Mainz Biomed M.V. is a Germany-based molecular genetics diagnostic company, specializing in the early detection of cancer. Their flagship product, Coloalert, is a simple and easy-to-use testing kit for early-stage colorectal cancers. Patients receive and send out the completed kit in the mail to a designated lab, making colorectal testing as easy and convenient as it can be.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Brian Margolis, and law clerk Soumya Cheedi.

 

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents LQR House Inc. in a $11 Million Public Offering

Press Release – New York, NY – November 10, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented LQR House Inc., (the “Company” or “LQR House”), an e-commerce marketing company dedicated to becoming the face of the alcoholic beverage space, in a $11 million follow-on public offering (NASDAQ: LQR). EF Hutton is acting as the underwriter on said deal. As per the follow-on public offering, LQR House Inc. has agreed to issue 157,142,857 shares of common stock, par value $0.00001 per share at a public offering price of $0.07 per share. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Jeff Wofford, and associate Anna Chaykina.

 

Sichenzia Ross Ference Carmel LLP Represents Titan Partners Group in the $1.1 Million Registered Direct Offering of Orgenesis Inc.

Press Release – New York, NY – November 8, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Titan Partners Group, (the “Company”), an institutional investor, in a $1.1 million registered direct offering for Orgenesis Inc.’s common stock (NASDAQ: ORGS). As described in the purchase agreement, Orgenesis Inc. has agreed to issue 1,410,256 shares of common stock and warrants to purchase up to an aggregate of 1,410,256 shares of common stock (the “Warrants”). The combined effective purchase price for each share of common stock and associate warrant to purchase one share of common stock will be $0.78.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel, Avital Perlman, Sharon Carroll, Tong Wu, and Chance Moore.

 

Sichenzia Ross Ference Carmel LLP to Sponsor 50 Women 50 On Boards

Sichenzia Ross Ference Carmel LLP is pleased to announce that it will be sponsoring 50 Women 50 On Board’s Conference, titled “The New York City Conversation on Board Diversity”. Their travelling conference has seen plenty of the United States prior as well as internationally, including events held in Boston, San Diego, Washington D.C., Toronto, and London.

Tonight, 50 Women 50 On Board’s returns to the Big Apple, bringing the conversation of board leadership, and how we can diversify our boards and give more opportunity for growth within our own organizations. The conference will take place in person on Tuesday, November 7th, 2023, at the stunning EY Headquarters in New York, NY.

This event will feature some of the most prominent names in the board member community, with such notable panelists such as Laura Maness (Global CEO & Board Director of Grey Global Group), Deborah Borg (Chief HR, Communications, and DEI Officer at IFF). Patricia Lizarraga (Managing Partner at Hypatia Capital), Deirdre Stanley (Executive Vice President and General Counsel at The Estée Lauder Companies Inc.), and Suzanne Brown (Senior Program Manager at NYSE ESG Initiatives).

The conference will include plenty of opportunities to network with director coaches, and experienced corporate directors. You’ll have the opportunity to meet the vast and diverse leadership committee, and increase your visibility within the community.

If you are interested in attending the event, please register by clicking here. We look forward to connecting with all of our valued partners at the event!

Sichenzia Ross Ference Carmel LLP Represented Pineapple Financial, Inc. in $3.5 Million Initial Public Offering

Pineapple Financial, Inc.

Press Release – New York, NY – November 6, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Pineapple Financial, Inc. (the “Company”), a tech-focused mortgage brokerage, in a $3.5 million initial public offering. The offering consisted of 875,000 common shares (“Common Shares”) at a public offering price of $4.00 per share. The aggregate gross proceeds of the Offering are $3.5 million, before deducting underwriting discounts and other Offering expenses. The Common Shares began trading on November 1, 2023, on the NYSE American Exchange under the ticker symbol “PAPL”.

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

Sichenzia Ross Ference Carmel LLP Represents Prime Number Capital LLC in a $7 Million Initial Public Offering of Ordinary Shares of Alpha Technology Group Limited 

Press Release – New York, NY – November 3, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Prime Number Capital LLC in a $7,000,000 initial public offering of the ordinary shares of Alpha Technology Group Limited (Nasdaq: “ATGL”). The ordinary shares were approved for listing on the Nasdaq Capital Market and commended trading on October 31, 2023. The offering consisted of 1,750,000 ordinary shares at a public offering price of $4.00 per share for gross total proceeds of $7,000,000, before deducting underwriting discounts and other offering expenses. Alpha Technology Group Limited is an established cloud-based IT solution service provider in Hong Kong.

The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou, David Manno, and associate Jesse Blue.

SRFC Represents Digital Diagnostic, Inc. in $11,000,000 Stock Sale

Press Release – New York, NY – November 1, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented the shareholders of Digital Diagnostic, Inc. in an $11,000,000 stock sale and related transactions to an affiliate of Kingsway Financial.   Digital Diagnostics, Inc. is one of the premiere healthcare providers of telemetry monitoring services to hospitals, LTACHs, and rehab and nursing facilities throughout the U.S..

The Sichenzia Ross Ference Carmel LLP team was led by Nicholas Caputo and Claude Baum. 

Sichenzia Ross Ference Carmel LLP Represents Titan Partners Group in $3.5 Million Public Offering of AppTech Payments Corp.

Press Release – New York, NY – October 24th, 2023 – Sichenzia Ross Ference Carmel LLP announced that today it represented Titan Partners Group, (the “Company”), an institutional investor, in a $3.5 million public offering for AppTech Payments Corp.’s (“AppTech”) common stock (NASDAQ: APCX). It announced that it has priced its registered direct offering of 1,666,667 shares of its common stock, as well as warrants to purchase up to 1,666,667 shares of its common stock.

The combined effective purchase price for each share of common stock and associated warrant will be $2.10 per piece.

AppTech is a Fintech company, powering frictionless commerce between business to business and business to consumer.

Titan Partners Group, a division of American Capital Partners, is acting as sole book-running manager for the offering.

The Sichenzia Ross Ference Carmel LLP team was led by partner Ross Carmel.

Click here for a full list of recent transactions headed by SRFC.

Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP Represents Aegis Capital Corp. in $5.0 Million Private Placement of SciSparc Ltd.

scisparc logo

Press Release – New York, NY – October 17, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Aegis Capital Corp., acting as the exclusive placement agent, in a private placement of the securities 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 transaction was made pursuant to a Securities Purchase Agreement and a Registration Rights Agreement with an institutional investor for aggregate gross proceeds of $5,026,000. 

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Darrin Ocasio, and Jeff Cahlon.

Sichenzia Ross Ference Carmel LLP Represents Splash Beverage Group, Inc. in $1.25 Million Private Placement

Splash Beverage Acquisition

Press Release – New York, NY – October 12, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Splash Beverage Group, (Nasdaq: “SBEV”) (“The Company”) Inc. in a $1.25 Million Private Placement. The Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors. Pursuant to the Purchase Agreement, the Company sold senior convertible notes in the aggregate original principal amount of $1,250,000, (the “Notes”) convertible into up to 1,470,588 shares of common stock of the Company at a conversion price of $0.85 per share. The conversion price of the Notes is $0.85 per share, subject to adjustments as provided in the Notes.

The Sichenzia Ross Ference Carmel LLP team was led by partners Darrin Ocasio, David Manno, and associate Rohini Sud.

 

Sichenzia Ross Ference LLP Represents OMNIQ Corp. in $3 Million Public Offering 

omniq logo

Press Release – New York, NY – October 11, 2023 – Sichenzia Ross Ference LLP announced today that it represented OMNIQ Corp., (NASDAQ: “OMGS”), a provider of Artificial Intelligence (AI)-based solutions, in the closing of its previously announced public offering of 3,000,000 shares of its common stock (or Pre-Funded Warrants (“Pre-Funded Warrants”) in lieu thereof) at a public offering price of $1.00 per share (inclusive of the Pre-Funded Warrant exercise price). The gross proceeds were approximately $3,000,000, before deducting underwriting discounts and offering expenses. In addition, OMNIQ Corp. has granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of common stock and/or Pre-Funded Warrants to cover over-allotments, if any, at the public offering price, less the underwriting discount.

ThinkEquity acted as a sole book-running manager for the offering.

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

Sichenzia Ross Ference Carmel LLP Represents ShiftPixy, Inc. in $2.5 Million Registered Direct Offering and Concurrent Private Placement 

shiftpixy logo

Press Release – New York, NY – October 11, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented ShiftPixy, Inc, (Nasdaq: “PIXY”) (the “Company”) a national staffing enterprise, in a $2.5 Million registered direct offering and concurrent private placement. The Company issued 1,350,000 shares of the Company’s common stock and 915,000 pre-funded warrants in a registered direct offering and warrants to purchase up to 2,265,000 shares of common stock in a concurrent private placement (together with the registered direct offering, the “Offering”). The gross proceeds from the Offering were approximately $2.5 million.

The securities issued in the registered direct offering were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-269477).

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

Sichenzia Ross Ference Carmel LLP Represents DataSea Inc. on Regaining Compliance with the Shareholder Equity Requirement for Continued Listing on the Nasdaq Stock Market

datasea inc. logo

Press Release – New York, NY – October 10, 2023 – In June 2023, the Company received a letter from Nasdaq indicating that the Company had not regained compliance with the Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). On August 3, 2023, the Company appeared before a Nasdaq hearing panel and requested for additional time to regain compliance with the MVLS Requirement. On August 11, 2023, Nasdaq issued a letter to the Company, granting an extension to regain compliance with the MVLS Requirement by October 2, 2023. 

On October 4, 2023, Nasdaq informed the Company that the Company has demonstrated compliance with the Equity Standard in Listing Rule 5550(b)(1) of The Nasdaq Stock Market, as required by the Panel’s decision dated August 11, 2023.

DataSea is a Nevada incorporated digital technology corporation engaged in converging and innovative business segments for intelligent acoustics and 5G messaging technology in China

Partner Huan Lou commented:  “We are pleased with the outcome of the hearing and the resulting regaining of compliance. SRFC is dedicated to zealously representing our clients in order to help them obtain their objectives.”

Sichenzia Ross Ference Carmel LLP represented the Company before the Nasdaq hearing panel. The SRFC team was led by partners Huan Lou and David Manno. 

 

Sichenzia Ross Ference Carmel LLP Represents La Rosa Holdings Corp. in $5 Million IPO

larosa holdings

Press Release – New York, NY – October 2, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Sharps Technology, Inc. (“The Company”) (NASDAQ: “STSS” and “STSSW”) an innovative medical device and pharmaceutical packaging company offering patented, best-in-class syringe products, in a registered direct offering with institutional investors. The Company issued 4,418,521 shares of common stock and pre-funded warrants to acquire common stock in a registered direct offering. The purchase price of each share was $0.64. The purchase price for the pre-funded warrants was identical to the purchase price for shares, less the exercise price of $0.001 per share.

In a concurrent private placement, the Company also issued to the same investors units to purchase pre-funded warrants to purchase up to 2,581,479 shares of common stock and common warrants to purchase 8,750,000 shares of common stock at an exercise price of $0.64 per share. Aggregate gross proceeds to the Company of both transactions were approximately $5.6 million.

The Sichenzia Ross Ference Carmel LLP team was led by partners Arthur Marcus, and associates Matthew Siracusa and Jesse Blue.

Sichenzia Ross Ference Carmel LLP Represents Sharps Technology, Inc. in $5.6 Million Registered Direct Offering and Concurrent Private Placement 

Sharps Technology inc.

Press Release – New York, NY – October 2, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Sharps Technology, Inc. (“The Company”) (NASDAQ: “STSS” and “STSSW”) an innovative medical device and pharmaceutical packaging company offering patented, best-in-class syringe products, in a registered direct offering with institutional investors. The Company issued 4,418,521 shares of common stock and pre-funded warrants to acquire common stock in a registered direct offering. The purchase price of each share was $0.64. The purchase price for the pre-funded warrants was identical to the purchase price for shares, less the exercise price of $0.001 per share.

In a concurrent private placement, the Company also issued to the same investors units to purchase pre-funded warrants to purchase up to 2,581,479 shares of common stock and common warrants to purchase 8,750,000 shares of common stock at an exercise price of $0.64 per share. Aggregate gross proceeds to the Company of both transactions were approximately $5.6 million.

The Sichenzia Ross Ference Carmel LLP team was led by partners Arthur Marcus, and associates Matthew Siracusa and Jesse Blue.

Sichenzia Ross Ference Carmel LLP Represents Lexaria Bioscience Corp. in a $1.6 Million Registered Direct Offering 

lexaria bioscience logo

Press Release – New York, NY – October 3, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Lexaria Bioscience Corp. (the “Company”), (NASDAQ: LEXX), a global innovator in drug delivery platforms, in a $1.6 million registered direct offering. 

The Company has entered into a securities purchase agreement with a single healthcare-focused institutional investor to purchase 1,618,330 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell to the investor warrants to purchase up to 1,618,330 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is $0.97.  Maxim Group LLC acted as the sole placement agent in connection with the offering.   

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia and Avital Perlman and associate Christian Lichtenberger.

Sichenzia Ross Ference LLP and Carmel, Milazzo & Feil, LLP Complete Combination to Form Sichenzia Ross Ference Carmel LLP (SRFC)

SRFC logo

NEW YORK, Oct. 02, 2023 — Sichenzia Ross Ference LLP (“SRF”) and Carmel, Milazzo & Feil, LLP (“CMF”) announced today the completion of their combination to form Sichenzia Ross Ference Carmel LLP (“SRFC”), a full-service law firm internationally recognized for its securities and litigation practices.

SRFC now boasts approximately 70 experienced attorneys in offices spanning New York City, California and Florida, making it one of the largest rosters of securities lawyers in the country across mid-sized law firms. The firm will continue to be led by founding name partners Gregory Sichenzia, Michael Ference and Marc Ross, as well as newly added name partner Ross Carmel.

SRFC’s renowned practice represents broker-dealers, registered persons, public and private corporations and their officers and directors in SEC, FINRA and state securities investigations, enforcement proceedings, litigations and arbitrations. It represents a multitude of public companies traded on the NYSE, NASDAQ and the OTC Market, as well as numerous FINRA member broker-dealers.

As a premier destination for issuers and underwriters seeking comprehensive legal support in navigating the complexities of securities transactions, SRFC possesses an impressive portfolio of successful offerings across a myriad of industries. From IPOs that mark the debut of groundbreaking startups to follow-on offerings that drive expansion for established corporations, the firm’s multidisciplinary approach ensures that each client receives tailored strategies and meticulous execution.

About Sichenzia Ross Ference Carmel LLP

SRFC is a full-service law firm with a nationally recognized corporate, securities and litigation practice that provides experienced representation in all matters involving the securities industry. In addition to handling routine to complex commercial matters, SRFC’s renowned litigation and regulatory department specializes in defending broker-dealers, registered persons, public and private corporations and individuals in investigations and enforcement proceedings before the SEC, FINRA and other regulatory bodies, as well as litigations and arbitrations across all forums in the securities industry, including class action lawsuits, shareholder derivative actions, and matters involving allegations of fraud, misrepresentation or other securities violations. Finally, SRFC has a burgeoning expungement practice, where it represents registered persons seeking to have false and harmful customer complaints removed from their industry records. In addition to SRFC’s well known securities practice, we have expertise in multiple disciplines including complex commercial litigation in an array of matters from shareholder derivative actions, partnership disputes, breach of contract, etc. SRFC practice groups include tax and trust and estates, notably providing sophisticated estate planning for its high-net-worth clients.

For a full list of transactions, please visit our website at: https://srfc.law/

Follow SRFC on LinkedIn and X (formerly Twitter)

Sichenzia Ross Ference LLP Represents Spartan Capital Securities, LLC In $2.2 Million Registered Offering For Ault Alliance, Inc.

Press Release – New York, NY –September 28, 2023– Sichenzia Ross Ference LLP announced today that it has represented Spartan Capital Securities, LLC in a registered offering for Ault Alliance, Inc. (“AULT”), a diversified holding company.

On September 27, 2023, AULT entered into a securities exchange agreement with an institutional investor pursuant to which the Company agreed to issue and sell in a registered direct offering a convertible promissory note in the principal amount of $2.2 Million in exchange for a term note previously issued to the investor with the same principal amount for a purchase price of $2 Million.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Barrett DiPaolo.

CMF Represents EF Hutton In $3 Million Public Offering Of Grom Social Enterprises, Inc. (Nasdaq: Grom)

grom social logo
New York, NY, Sept. 08, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton in the public offering of Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and approximately 54,000 pre-funded units (the “Pre-Funded Units”) at a price to the public of $2.999 per Pre-Funded Unit. Each Unit consists of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock (the Series A and Series B warrants together the “Warrants”). The Warrants will have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and will expire five (5) years following the date of issuance. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”), one Series A Warrant and one Series B Warrant, identical to the Warrants in the Unit. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The closing of the offering is expected to occur on or about September 12, 2023, subject to the satisfaction of customary closing conditions.
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as the sole book running manager for the offering. Lucosky Brookman LLP is acting as legal counsel to the Company and Carmel, Milazzo & Feil LLP is acting as legal counsel to EF Hutton.
The gross proceeds to the Company from the offering are expected to be approximately $3.0 million, before deducting underwriter fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include acquisitions, research and development of original content and technology, strategic partnerships, and for working capital, capital expenditures, and other general corporate purposes.
The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from 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 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.

Sichenzia Ross Ference LLP Represents Murphy Canyon Acquisition Corp. in Business Combination with Conduit Pharmaceuticals Limited

Murphy Canyon

Press Release – New York, NY – September 22, 2023 – Sichenzia Ross Ference LLP announced today that it represented Murphy Canyon Acquisition Corp., a special purpose acquisition company, in its business combination transaction with Conduit Pharmaceuticals Limited (“Conduit”).  Conduit is a multi-asset clinical-stage disease-agnostic life science company providing an efficient model for compound development.  Securities of the combined company are expected to commence trading on Nasdaq on September 25th, 2023. 

The Sichenzia Ross Ference LLP team was led by partners Darrin Ocasio, Avital Perlman, Arthur Marcus, counsel Sharon Carroll and associates Jesse Blue and Chance Moore.

Sichenzia Ross Ference LLP Represents Biotricity, Inc. in $2 Million Sale of Series B Preferred Stock

biotricity logo

Press Release – New York, NY – September 21, 2023 – Sichenzia Ross Ference LLP announced today that it represented Biotricity, Inc. (NASDAQ: “BTCY”) (the “Company”), a medical diagnostic and consumer healthcare technology company, in a $2 Million sale of Series B Preferred Stock. 

The Company entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company’s newly designated Series B Convertible Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), at a purchase price of $9,090.91 per share of Preferred Stock, or gross proceeds of $2,000,000.

Shares of Series B Preferred Stock and shares of Common Stock of the Company that are issuable upon conversion of, or as dividends on, the Series B Preferred Stock were offered, and will be issued, pursuant to the Prospectus Supplement, filed on September 19, 2023, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-255544) filed with the Securities and Exchange Commission on April 27, 2021, and declared effective May 4, 2021.

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Marcelle Balcombe, and Jeff Cahlon and associate Mayank Pradhan.

Sichenzia Ross Ference LLP Represents Datasea Inc. in $2.0 Million Underwritten Public Offering of Common Stock

datasea inc. logo

Press Release – New York, NY – September 19, 2023 – Sichenzia Ross Ference LLP announced today that it represented Datasea Inc. (NASDAQ: DTSS), a Nevada incorporated digital technology corporation engaged in intelligent acoustics and 5G messaging technology in China, in a $2.0 Million Underwritten Public Offering of common stock. The offering consisted of 5,000,000 shares of common stock (the “Offering”) at a price of $0.40 per share. 

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

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

Sichenzia Ross Ference LLP Represents Heyu Biological Technology Corporation in its reverse merger with Hong Chang Global Investment Holdings Limited

Press Release – New York, NY – September 15, 2023 – Sichenzia Ross Ference LLP today announced that it represented Heyu Biological Technology Corporation in a reverse merger with Hong Chang Global Investment Holdings Limited, which through its subsidiary will operate an industrial food park in Fujian, China. Heyu Biological Technology Corporation issued an 80.1% equity stake in exchange for the entire issued capital of Hong Chang Global Investment. The transaction closed on September 4, 2023. The Sichenzia Ross Ference LLP team was led by partner Benjamin Tan and associate Martryn Mak.

CMF REPRESENTS AEGIS CAPITAL CORP. IN $2.2 MILLION PUBLIC OFFERING OF SUPER LEAGUE GAMING, INC. (NASDAQ: SLGG)

super league logo

New York, NY, Sept. 08, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton in the public offering of Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and approximately 54,000 pre-funded units (the “Pre-Funded Units”) at a price to the public of $2.999 per Pre-Funded Unit. Each Unit consists of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock (the Series A and Series B warrants together the “Warrants”). The Warrants will have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and will expire five (5) years following the date of issuance. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”), one Series A Warrant and one Series B Warrant, identical to the Warrants in the Unit. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The closing of the offering is expected to occur on or about September 12, 2023, subject to the satisfaction of customary closing conditions.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as the sole book running manager for the offering. Lucosky Brookman LLP is acting as legal counsel to the Company and Carmel, Milazzo & Feil LLP is acting as legal counsel to EF Hutton.

The gross proceeds to the Company from the offering are expected to be approximately $3.0 million, before deducting underwriter fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include acquisitions, research and development of original content and technology, strategic partnerships, and for working capital, capital expenditures, and other general corporate purposes.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from 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 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.

Sichenzia Ross Ference LLP and Carmel, Milazzo & Feil, LLP to Combine as Sichenzia Ross Ference Carmel LLP (SRFC)

SRFC logo

NEW YORK, Sept. 06, 2023 – Sichenzia Ross Ference LLP (“SRF”) and Carmel, Milazzo & Feil, LLP (“CMF”) are pleased to announce that the two firms will combine to form Sichenzia Ross Ference Carmel LLP (“SRFC”), a full-service law firm known for its nationally recognized securities and litigation practices, effective October 1, 2023.

The combination of the two organizations will result in a law firm of over 60 attorneys with offices in New York City, Long Island, California and Florida. It firmly establishes SRFC’s place as one of the leading securities firms in the United States, further increasing its market share of representing publicly traded companies. It will now boast one of the largest rosters of securities lawyers in the country across mid-sized law firms. Prior to starting Carmel, Milazzo & Feil, Ross Carmel and Chris Milazzo were former long-term members of the Sichenzia Ross Ference team.

SRF is celebrating its 25th anniversary this year and has long been recognized for representing issuers and underwriters in transactions spanning initial public offerings, secondary public offerings, registered direct offerings and private placements. The firm also has a renowned practice representing broker-dealers, registered persons, public and private corporations and their officers and directors in SEC, FINRA and state securities investigations, enforcement proceedings, litigations and arbitrations. It currently represents a multitude of public companies traded on the NYSE, NASDAQ and the OTC Market, as well as numerous FINRA member broker-dealers.

“We are excited for these two firms to come together and establish one prominent, deeply experienced securities and litigation practice,” said Gregory Sichenzia, founding partner at Sichenzia Ross Ference Carmel. “The strength of SRFC is its team that now grows, especially in key parts of the country, providing added depth of knowledge and overall support for our diverse roster of clients.”

Michael Ference, also a founding partner of SRFC and chair of its executive committee added, “this combination further cements the firm’s long-term and continued place as a leader in our industry, while at the same time maintaining our culture and entrepreneurial spirit that has helped us grow and thrive since SRF’s inception. We excitedly welcome Ross and the CMF team to the SRFC family and legacy.”

CMF is one of the most active and dynamic securities law firms in the United States, representing underwriters and issuers in both public and private offerings. As a premier destination for issuers and underwriters seeking comprehensive legal support in navigating the complexities of securities transactions, CMF boasts an impressive portfolio of successful offerings across a myriad of industries. From IPOs that mark the debut of groundbreaking startups to follow-on offerings that drive expansion for established corporations, CMF’s multidisciplinary approach ensures that each client receives tailored strategies and meticulous execution.

Ross Carmel, a co-founder of CMF, will join Sichenzia Ross Ference Carmel as a name partner. Mr. Carmel is a nationally recognized securities attorney whose vision and leadership have propelled CMF to its current standing as a highly respected destination for the representation of both underwriters and issuers for NASDAQ, NYSE, and OTC Market offerings. He has guided countless clients through the transformative process of going public, leveraging a deep understanding of regulatory frameworks and market dynamics to ensure success.

“Our collective mission is to redefine the possibilities of public offerings and deliver unparalleled expertise to clients across the United States,” said Ross Carmel, who will be Co-Chair of the Corporate Securities Department at Sichenzia Ross Ference Carmel, along with Gregory Sichenzia. “Our steadfast dedication to excellence and innovation cements our position as a dominant force in the legal landscape, consistently achieving remarkable results on both the issuer and underwriter fronts, as well as for our commercial litigation clients.”

About Sichenzia Ross Ference Carmel LLP

SRFC is a full-service law firm with a nationally recognized corporate, securities and litigation practice that provides experienced representation in all matters involving the securities industry. In addition to handling routine to complex commercial matters, SRFC’s renowned litigation and regulatory department specializes in defending broker-dealers, registered persons, public and private corporations and individuals in investigations and enforcement proceedings before the SEC, FINRA and other regulatory bodies, as well as litigations and arbitrations across all forums in the securities industry, including class action lawsuits, shareholder derivative actions, and matters involving allegations of fraud, misrepresentation or other securities violations. Finally, SRFC has a burgeoning expungement practice, where it represents registered persons seeking to have false and harmful customer complaints removed from their industry records. In addition to SRFC’s well known securities practice, we have expertise in multiple disciplines including complex commercial litigation in an array of matters from shareholder derivative actions, partnership disputes, breach of contract, etc. SRFC practice groups include tax and trust and estates, notably providing sophisticated estate planning for its high-net-worth clients.

For a full list of transactions, please visit our website at: https://srf.law/

Sichenzia Ross Ference LLP Represents Spartan Capital Securities, LLC in a $1.35 Million Private Placement of Alpha Cognition Inc.

Alpha Cognition, Inc.

Press Release – New York, NY – September 5, 2023 – Sichenzia Ross Ference LLP today announced that it represented Spartan Capital Securities, LLC in a $1.35 million U.S. private placement of Alpha Cognition Inc. a (OTC: ACOGF), a Canadian biopharmaceutical company committed to developing novel therapies for people with neurodegenerative disorders. The company sold approximately 6.1 million units at a price of $0.22 per unit. Each unit consists of a common share and a half warrant, with each whole warrant entitling the holder to purchase an additional common share at a price of $0.31 for a period of three years. The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and Jeff Cahlon and associate Jesse Blue.

Sichenzia Ross Ference LLP Represents SRM Entertainment, Inc. in $6.25 Million Initial Public Offering 

SRM Entertainment, Inc.

Press Release – New York, NY – August 21, 2023 – Sichenzia Ross Ference LLP announced today that it represented SRM Entertainment, Inc., a subsidiary of Jupiter Wellness, Inc., in a $6.25 Million Initial Public Offering (NASDAQ: “SRM”). The offering consisted of 1,250,000 shares of its common stock at an initial price to the public of $5.00 per share. 

The Offering was made pursuant to an effective registration statement on Form S-1 (File No. 333-272250), as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”) and effective by the SEC on August 14, 2023.

EF Hutton acted as the sole underwriter.

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

CMF Represents Alexander Capital L.P. In Approximately $6.6 Million Initial Public Offering Of Neuraxis, Inc. (NYSE American: NRXS)

neuraxis logo

New York, NY., Aug. 09, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Alexander Capital L.P. in the initial public offering of NeurAxis, Inc. (NYSE American: NRXS) (“NeurAxis” or the “Company”), a medical technology company commercializing neuromodulation therapies that address chronic and debilitating conditions in children and adults, in the pricing of its underwritten initial public offering of 1,098,667 shares of common stock at an initial public offering price of $6.00 per share. The gross proceeds from the offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $6,592,000. In addition, the Company has granted the underwriters a 45-day option to purchase up to 164,800 additional shares of common stock at the initial public offering price, less the underwriting discount.

The shares are expected to begin trading on the NYSE American on August 9, 2023 under the ticker symbol “NRXS”. The offering is expected to close on August 11, 2023 subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds of the initial public offering for sales and marketing activities, research and development, certain payments to executive officers pursuant to their respective employment agreements, and general corporate purposes.

Advisor Details

Alexander Capital L.P. is acting as sole book-running manager for the offering. Lucosky Brookman LLP served as counsel to NeurAxis. Carmel, Milazzo & Feil LLP served as counsel to the underwriters.

The securities described above are being offered by NeurAxis pursuant to a registration statement on Form S-1, as amended (File No. 333-269179) that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2023. 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 L.P., 10 Drs James Parker Boulevard #202, Red Bank, NJ 07701, 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 NeurAxis, Inc.

NeurAxis, Inc., is a medical technology company focused on neuromodulation therapies to address chronic and debilitating conditions in children and adults. NeurAxis is dedicated to advancing science and leveraging evidence-based medicine to drive adoption of its IB-Stim™ therapy, which is its proprietary Percutaneous Electrical Nerve Field Stimulation (PENFS) technology, by the medical, scientific, and patient communities. IB-Stim™ is FDA cleared for functional abdominal pain associated with irritable bowel syndrome (IBS) in adolescents 11-18 years old.  Additional clinical trials of PENFS in multiple pediatric and adult conditions with large unmet healthcare needs are underway. For more information, please visit http://neuraxis.com/.

Forward-Looking Statements

This press release includes statements that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. 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.” Specific forward-looking statements in this press release include, among others, statements regarding the expected trading of our shares on The NYSE American, the expected closing of the offering, and the intended use of the net proceeds of the offering. 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 and adversely 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 SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and NeurAxis 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 EF Hutton In $5 Million Initial Public Offering Of LQR House Inc. To Nasdaq

lqr house

New York, NY / August 9, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton, division of Benchmark Investments LLC, in the initial public offering of LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:LQR), a company that intends to become the full-service digital marketing and brand development face of the alcoholic beverage space, of 1,000,000 shares of common stock (“Common Stock”) at a public offering price of $5.00 per share. The Common Stock are expected to begin trading on the Nasdaq Capital Market on August 10, 2023, under the ticker symbol “LQR”.

The Company expects to receive aggregate gross proceeds of $5,000,000 from this 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 150,000 shares of Common Stock at the public offering price, less the underwriting discounts. The Offering is expected to close on August 11, 2023, subject to satisfaction of customary closing conditions.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as sole book-running manager for the Offering. Nauth LPC is acting as counsel to the Company, and Carmel, Milazzo & Feil LLP is acting as counsel to EF Hutton in connection with the Offering.

Proceeds from the Offering will be used for (i) acquisitions of alcoholic beverage brands; (ii) investing in marketing of existing brands, including SWOL; (iii) working capital and general corporate purposes; (iv) compensating certain executive officers.

A registration statement on Form S-1 relating to the Offering, as amended, was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-272660) and was declared effective by the SEC on August 9, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. In addition, a copy 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 complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

About LQR House Inc.

LQR House is a dynamic and forward-thinking e-commerce marketing company that intends to become the full-service digital marketing and brand development face of the alcoholic beverage space. Currently, LQR House has a key partnership with Country Wine & Spirits Inc. (“CWS”), granting the Company a full control over all marketing operations on CWSpirits.com, large alcohol ecommerce platform. With a deep passion for the world of beverages, LQR House takes pride in curating marketing strategies aimed to elevate brands to new heights. Composed of a team of seasoned professionals, LQR House focuses on crafting marketing solutions tailored to each client’s unique needs. Through strategic partnerships, creative branding, and digital prowess, LQR House intends to be at the forefront of the wine and spirits marketing landscape, making it the go-to choice for brands seeking to thrive in a competitive industry.

 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other 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 that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. 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 other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.

Sichenzia Ross Ference LLP Represents Aegis Capital Corp. in $1.3 Million Underwritten Public Offering for SciSparc Ltd.

SciSparc Ltd.

Press Release – New York, NY – August 15, 2023 – Sichenzia Ross Ference LLP today announced that it represented Aegis Capital Corp. in the $1.3 Million underwritten public offering of SciSparc Ltd., a clinical-stage pharmaceutical company. The base offering consisted of 6,500,000 ordinary shares (or pre-funded warrants in lieu of ordinary shares) at a price to the public of $0.20 per share (or $0.199 per pre-funded warrant). The gross proceeds of the offering to the company were approximately $1.3 million.

This offering was made pursuant to an effective shelf registration statement on Form F-3 (No. 333- 269839) declared effective by the Securities and Exchange Commission on February 23, 2023. The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia, Jeff Cahlon and Barrett DiPaolo, and associate Mayank Pradhan.

CMF Represents Spartan Capital Securities LLC In $3,125,000 In Unsecured Notes And Warrants Of 1847 Holdings LLC (NYSE: EFSH)

1847 holdings company

NEW YORK, NY / August 14, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Spartan Capital Securities LLC as placement agent for 1847 Holdings LLC (“1847” or the “Company”) (NYSE American: EFSH), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, today announced in an unsecured debt financing with certain institutional and other accredited investors (“Investors”).

The Company issued to the Investors 20% OID subordinated promissory notes (“Notes”) in the aggregate principal amount of $3,125,000 and warrants for the purchase of an aggregate of 4,098,361 common shares for a total purchase price of $2,500,000 in a private placement transaction. Additional details on the transaction are available in the Company’s Form 8-K, which has been filed with the Securities and Exchange Commission and is available on the Company’s website.

Mr. Ellery W. Roberts, CEO of 1847, commented, “With this additional financing we believe we have no near-term need for equity-linked funding and expect cash flow from operations, and our borrowing capacity, to support our capital needs going forward. We want to thank our investors for their support by providing us additional working capital during this period of very rapid growth.”

Spartan Capital Securities LLC acted as the sole placement agent on this transaction.

About 1847 Holdings LLC

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

For the latest insights, follow 1847 on Twitter.

Forward-Looking Statements

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

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

The Power 1 Energy Company

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

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

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

1847 holdings company

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

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

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

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

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

About 1847 Holdings LLC

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

For the latest insights, follow 1847 on Twitter.

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

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

siyata mobile logo

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

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

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

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

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

About Siyata Mobile

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

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

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

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

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

Forward Looking Statements

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

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

60 degrees pharmaceuticals logo

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

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

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

WallachBeth Capital LLC is the Sole Bookrunner for the offering.

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

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

About 60 Degrees Pharmaceuticals, Inc.

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

Forward-Looking Statements

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

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

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

1847 holdings company

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

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

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

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

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

About 1847 Holdings

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

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: EFSH@crescendo-ir.com

Forward Looking Statements

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

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

cel sci

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

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

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

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

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

About CEL-SCI Corporation

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

Forward-Looking Statements

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

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

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

janover inc. logo

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

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

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

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

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

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

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

About Janover Inc.

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

Forward-Looking Statements

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

 

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

shiftpixy logo

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

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

cyngn logo

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

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

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

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

Verb Technology Company, Inc.

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

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

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

Bukit Jalil Global Acquisition 1 Ltd

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

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

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

tenon medical logo

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

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

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

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

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

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

About Tenon Medical, Inc.

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

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

Safe Harbor

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

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

applied uv inc. logo

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

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

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

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

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

About Applied UV

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

Forward-Looking Statements

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

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

toughbuilt logo

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

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

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

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

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

ABOUT TOUGHBUILT INDUSTRIES, INC.

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

FORWARD-LOOKING STATEMENTS

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

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

siyata mobile logo

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

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

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

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

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

About Siyata Mobile

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

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

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

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

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

Forward Looking Statements

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

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

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

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

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

forza x1 logo

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

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

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

jupiter wellness

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

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

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

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

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

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

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

SciSparc Ltd.

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

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

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

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

assure neuromonitoring logo

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

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

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

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

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

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

About Assure Holdings

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

Forward-Looking Statements

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

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

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

brightgreen corp. logo

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

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

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

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

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

About Bright Green

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

Cautionary Note Regarding Forward-Looking Statements:

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

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

sunshine biopharma

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

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

1 2 3 9