New York, NY – January 23, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Dominari Securities LLC and Revere Securities LLC as the underwriters in the $6 million initial public offering of Skyline Builders Group Holding Limited (NASDAQ: SKBL), a civil engineering services provider based in Hong Kong.
Dominari Securities acted as representative of the underwriters and Revere Securities acted as co-underwriter.
The SRFC team was led by partners Ross Carmel, Shane Wu and associate Tong Wu.
Press Release – New York, NY – January 23, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Cyngn Inc. (the “Company”) in a $20.0 million follow-on offering of common stock units (or pre-funded units) and warrants in December 2024 and subsequently represented the Company in a $9.0 million registered direct offering priced at-the-market under Nasdaq Rules. The Sichenzia team also represented the Company in November, 2024 in connection with a private placement of promissory notes in the aggregate principal amount of $4,375,000.
The Sichenzia team was led by partners Gregory Sichenzia, Marcelle Balcombe, and Matt Siracusa and senior paralegal Raquel Vazquez.
Press Release – New York, NY – January 14, 2025 – Sichenzia Ross Ference Carmel LLP announced that it has represented Bousted Securities, LLC and D. Boral Capital LLC as co-placement agents in a $3.5 Million PIPE transaction for Kairos Pharma, Ltd.
The SRFC team was led by partners Gregory Sichenzia, Jeff Cahlon, and Marcelle Balcombe and associate Soumya Cheedi.
New York, NY – January 15, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Craft Capital Management LLC in the $600,000 public offering of Giftify, Inc.
Craft Capital Management LLC acted as the sole placement agent for the offering. The Craft Capital team was led by Stephen Kiront, Mackey McFarlane and Richard Rizzuto.
The SRFC team was led by partners Ross Carmel, Matthew Siracusa and law clerk Brady Berman.
New York, NY – January 15, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Aegis Capital Corp. in the $15 million public offering of Li-Cycle Holdings Corp.
Aegis Capital Corp. acted as the sole book-running manager for the offering. The Aegis team was led by Isaac Eide, Anthony Lapadula, Dilnaman Singh Sachdeva and Jesse Hawkins.
The SRFC team was led by partners Ross Carmel, Avital Perlman and associate Mohit Agrawal.
New York, NY – January 15, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Ribbon Acquisition Corp, (Nasdaq: RIBBU), a blank check company incorporated in the Cayman Islands as an exempted company, in its $50 million initial public offering.
Alliance Global Partners acted as the sole book-running manager for the offering.
The SRFC team was led by partners Ross Carmel, Shane Wu, Matthew Siracusa and associate Soumya Cheedi.
Press Release – New York, NY – January 14, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, in a public offering of 5,000,000 shares of common stock at $0.85 per share for gross proceeds of approximately $4.25 million.
The SRFC team was led by partner Jay Yamamoto and associates Rohini Sud and Chance Moore.
Press Release – New York, NY – January 13, 2025 – Sichenzia Ross Ference Carmel LLP announced today that it represented Craft Capital Management LLC and Boustead Securities, LLC in a $5 million initial public offering of Class A ordinary shares of 3 E Network Technology Group Limited (NASDAQ: MASK), a business-to-business (“B2B”) information technology (“IT”) business solutions provider. The initial public offering consisted of 1,250,000 Class A ordinary shares issued and sold by 3 E Network Technology Group Limited at the public offering price of $4.00 per share.
Craft Capital Management LLC and Boustead Securities, LLC acted as underwriters for the offering.
The Sichenzia Ross Ference Carmel LLP team was led by partners Benjamin Tan and Matthew Siracusa.
Press Release – New York, NY– January 7, 2025 – The law firm of Sichenzia Ross Ference Carmel LLP today announced the promotion of Sharon Carroll and Devin Heck to partners.
“The Firm is excited to announce that Sharon Carroll and Devin Heck have been named partners of the Firm. During their time at the Firm, Sharon and Devin have shown themselves to be tireless advocates for their clients. Sharon and Devin are both creative problem-solvers who the Firm’s clients have grown accustomed to delivering superior counsel and service,” said Michael Ference, Chair of the Firm’s Executive Committee. “Devin has established a reputation as the ‘go to’ attorney for fund creation and compliance services,” said Ross Carmel, Co-Head of the Firm’s corporate practice. “Sharon is a highly respected capital markets and M&A attorney who Firm client’s confidently turn to for their most significant transactions.”
In response to her promotion to partner Ms. Carroll remarked, “I am excited to be promoted to partner and look forward to continuing to work with our excellent team as the Firm continues to grow and expand our offering of services to our clients.” Ms. Heck added, “I am honored to have been named a partner and am excited to continue to work with such a strong team and lead our Firm’s 40 Act practice as we expand and grow as an industry leader.”
Sharon Carroll’s practice focuses on assisting private and publicly traded companies in a broad range of debt and equity capital markets transactions, including “SPAC” offerings, and PIPEs. She also regularly advises her clients on 1934 Act reporting requirements and various corporate governance matters. Sharon first joined Sichenzia Ross Ference Carmel LLP in 2014 and, after a brief stint overseas, she rejoined the Firm in 2022.
Devin Heck’s practice specializes in corporate formations, restructurings and forming a variety of private funds, including hedge funds and venture capital funds, together with their private offerings. Devin represents registered investment advisers and advises them on evaluating and structuring their investments, complex financing transactions, regulatory compliance and filings and exams with the Securities and Exchange Commission. She also leads the Firm’s merchant cash advance practice group. She represents funders and independent sales organizations (ISOs), assisting them with all aspects of the alternative commercial financing cycle, including capital raising, asset deployment and regulatory compliance. Devin joined the Firm in 2019.
Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP is a nationally recognized securities and corporate law firm that provides experienced representation in all matters involving the securities industry. Super Lawyers consistently recognizes our attorneys as among the highest rated securities lawyers in the nation. Our litigation and arbitration attorneys are highly skilled in representing clients from routine lawsuits to complex cases before the SEC, FINRA and other tribunals. In addition, our corporate attorneys specialize in advising clients on private placements, initial (IPOs) and secondary public offerings, alternative public offerings, preparation of SEC filings and listings on major capital stock exchanges such as the NYSE (New York Stock Exchange), NASDAQ and OTC markets. In addition, Sichenzia Ross Ference Carmel LLP also represents clients in trust and estates matters.
Press Release – New York, NY – January 6, 2025 – Sichenzia Ross Ference Carmel LLP announced today that it represented HWH International Inc. (Nasdaq: HWH) in a public offering of 3,162,500 shares of common stock and 1,250,000 pre-funded warrants to purchase shares of common stock. The shares and pre-funded warrants were offered at a public offering price of $0.40 per share and $0.3999 per pre-funded warrant, respectively.
D. Boral Capital LLC acted as the exclusive placement agent for the offering.
The SRFC team was led by partners Darrin Ocasio , Avital Perlman , and Matthew Siracusa, and associates Jesse Blue and Benjamin Sklar.
New York, NY – January 6, 2025 – Sichenzia Ross Ference Carmel LLP announced that it represented AEON Biopharma, Inc. (NYSE: AEON), a clinical-stage biopharmaceutical company focused on developing a botulinum toxin complex under a 351(k) biosimilar pathway, in its $20 million public offering.
Aegis Capital Corp. acted as the sole book-running manager for the offering. The Aegis team was led by Isaac Eide, Anthony Lapadula and Dilnaman Singh Sachdeva.
The SRFC team was led by partner Ross Carmel and associate Jesse Blue.
Press Release – New York, NY – January 3, 2025 – Sichenzia Ross Ference Carmel LLP announced today that it represented Alset Inc. (NASDAQ: AEI), a diversified holding company principally engaged through its subsidiaries in the development of EHome communities and other property development, financial services, digital transformation technologies, biohealth activities and consumer products, in a registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of 1,500,000 shares of common stock at a purchase price of $1.00 per share.
Aegis Capital Corp. acted as exclusive placement agent for the offering.
The SRFC team was led by partners Darrin Ocasio , Avital Perlman, Matthew Siracusa, and associate Jesse Blue.
New York, NY – December 31, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Nuvini Group Limited in its $12 million private placement offering.
Maxim Group LLC acted as the exclusive placement agent for the offering. The Maxim Group team was led by Ritesh Veera, Pavlos Mavrides and Robert Solomon.
The SRFC team was led by partners Ross Carmel, Thiago Spercel and associate Benasz Hansotia.
Press Release – New York, NY – December 30, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Leishen Energy Holding Co., Ltd. (Nasdaq: LSE), a China-based provider of clean-energy equipment and integrated solutions for the oil and gas industry, in its initial public offering of 1,375,000 ordinary shares at a public offering price of $4.00 per Share. The shares began trading on the Nasdaq Capital Market on December 19, 2024, under the ticker symbol “LSE”.
The SRFC team was led by partners Huan Lou and David B. Manno, and associates Martryn Mak, Ronghong Dai, and Tong Wu.
New York, NY – December 30, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented ThinkEquity as the sole placement agent for the $5 million public offering of CEL-SCI Corporation.
The ThinkEquity team was led by Jaigobind Ramnarain, Eric Lord, Kevin Mangan and Brian Carstens.
The SRFC team was led by partners Ross Carmel, Avital Perlman, Jeffrey Cahlon and associate Soumya Cheedi.
Press Release – New York, NY – December 27, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented KULR Technology Group, Inc (NYSE AMERICAN: KULR), an electronic components and accessories manufacturer providing advanced energy management platforms, in an increase to the maximum aggregate offering amount of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC from $46,000,000 to $96,000,000 and filed a prospectus supplement under the Sales Agreement for the additional $50,000,000.
The SRFC team was led by partner Jay Yamamoto and associate Rohini Sud.
Press Release – New York, NY – December 30, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented MKDWWELL Tech Inc. (Nasdaq: MKDW) in its PIPE offering and sale of a convertible note to one institutional investor for gross proceeds of US$1,700,000, which closed on December 9, 2024.
The SRFC team was led by partners Huan Lou and David Manno, and associates Martryn Mak and Ronghong Dai.
Press Release – New York, NY – December 30, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Hongli Group Inc. (Nasdaq: HLP) in its PIPE offering and sale of 60,000,000 ordinary shares for gross proceeds of approximately US$33,000,000, which closed on December 5, 2024.
The SRFC team was led by partner Huan Lou and associates Martryn Mak, Bonnie Bai, and Chenyi Wang.
New York, NY – December 23, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented MGO Global, Inc. (Nasdaq: MGOL), a digitally-native, lifestyle brand portfolio company, in its $6 million public offering.
Maxim Group LLC acted as the sole placement agent for the offering. The Maxim Group team was led by Larry Glassberg.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Anna Chaykina.
Press Release – New York, NY – December 23, 2024 – Sichenzia Ross Ference Carmel LLP announced that it previously represented KULR Technology Group, Inc (NYSE AMERICAN: KULR), an electronic components and accessories manufacturer, in a $26 million upsizing of the maximum aggregate offering amount of the shares of the Company’s common stock, par value $0.0001 per share issuable under an At The Market Offering Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC, dated July 3, 2024, from $20,000,000 to $46,000,000 and filed a prospectus supplement under the Sales Agreement to sell an aggregate of up to $46,000,000 shares of common stock from time to time at prevailing market prices.
The SRFC team was led by partner Jay Yamamoto and associate Rohini Sud.
Press Release – New York, NY – December 23, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it recently represented The Coretec Group (OTCQB: CRTG), a company focused on the development of silicon anode active materials for lithium-ion batteries and cyclohexasilane (CHS) for electric vehicles (EVs), cleantech, and emerging tech applications, in a $17.15 million private placement offering of its Series D convertible Preferred Stock.
The Sichenzia Ross Ference Carmel LLP team was led by partner Jay Yamamoto and associate Rohini Sud.
Press Release – New York, NY – December 19, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented New Century Logistics (BVI) Limited (Nasdaq: NCEW), an international freight forwarding company and logistics service provider, in its initial public offering of 1,500,000 ordinary shares at a public offering price of $4.00 per share. The shares began trading on The Nasdaq Capital Market on September 18, 2024, under the ticker symbol “NCEW”.
The SRFC team was led by partners Huan Lou, David B. Manno, and Jeff Cahlon and associate Soumya Cheedi.
Press Release – New York, NY – December 18, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Newbridge Securities Corporation, the representative of the Underwriters, in connection with the initial public offering of 1,800,000 Class A ordinary shares of Netclass Technology Inc. at a price of $5.00 per share. The underwriters in the initial public offering were Newbridge Securities Corporation and Revere Securities, LLC. The Class A ordinary shares commenced trading on the Nasdaq Capital Market on December 13, 2024 and the offering closed on December 16, 2024.
NETCLASS TECHNOLOGY INC. is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, and Singapore, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations.
The SRFC team was led by partners Huan Lou, David Manno and associate Soumya Cheedi.
Press Release – New York, NY – December 16, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Spartan Capital Securities, LLC as the sole placement agent in the private offer and sale of up to $6,000,000 of Series B non-voting convertible preferred stock of Lipella Pharmaceuticals Inc.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associate Benjamin Sklar.
Press Release – New York, NY – December 16, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ), a global leader in innovative technology solutions, in a registered direct offering of 1,947,000 common shares at a purchase price of $6.40 per share.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associates Rohini Sud and Benasz Hansotia.
New York, NY – December 13, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Spartan Capital Securities, LLC, as the sole placement agent for the $11.42 million private placement offering of 1847 Holdings LLC.
The Spartan Capital team was led by Stephen Faucetta, Brian Duddy and Blake Weltman.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Mohit Agrawal.
Press Release – New York, NY – December 12, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented BriaCell Therapeutics Corp. (NASDAQ: BCTX, BCTXW) (TSX: BCT) , a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, in an underwritten public offering of 7,400,000 common shares and warrants to purchase 7,400,000 common shares at a combined public offering price of $0.75 per share and associated warrant.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associates Christian Lichtenberger and Benasz Hansotia.
New York, NY – December 9, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented New Era Helium, Inc. (“New Era Helium” or the “Company”) in a de-SPAC transaction with Roth CH V Holdings, Inc. and Roth CH Acquisition V. Co. and up to $85 million in financing. The Company began trading on the Nasdaq Under Symbol “NEHC.”
On December 6, 2024, NEH, Roth CH Acquisition V. Co., and ATW Partners Opportunities Management, LLC (“ATW”) entered into a series of financing transactions including an equity purchase agreement for $75 million, an advance of $10 million in senior secured notes of which $7 million was advanced at closing and up to an additional $3 million will be advanced subject to the satisfaction of certain conditions, and the issuance of warrants to purchase up to an additional $30 million in common stock.
The SRFC team congratulates New Era Helium CEO Will Gray and the rest of the Company on the transaction.
Roth Capital Partners and Craig-Hallum Capital Group acted as financial advisors for the transaction.
The SRFC team was led by partners Ross Carmel, Thiago Spercel and associate Lony Leung.
Press Release – New York, NY – December 5, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Madison Global Partners, LLC, in a private placement transaction in which Celularity Inc. (the “Company”) (NASDAQ: “CELU”), in one or more closings, sold unsecured senior convertible notes (the “Notes”) and warrants (the “Purchaser Warrants”) for an aggregate original principal amount of up to $1,000,000, less placement agent discounts and commissions.
The SRFC team was led by partners Gregory Sichenzia and Darrin Ocasio and associate Jesse Blue.
New York, NY – December 5, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented D. Boral Capital LLC as the exclusive placement agent for the $1.7 million registered direct offering of SRM Entertainment, Inc.
The D. Boral Capital team was led by David Boral, Gaurav Verma and Mark Iorio.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Anna Chaykina.
Press Release – New York, NY – December 4, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented A.G.P/Alliance Global Partners as financial advisor in the $8 million private placement offering by TransCode Therapeutics, Inc. (Nasdaq: RNAZ).
The Sichenzia Ross Ference Carmel LLP team was led by partners Marc Ross and Avital Perlman and associate Rohini Sud.
New York, NY – December 3, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented RBW Capital Partners LLC, as the exclusive placement agent for the $3 million private placement offering of Sadot Group Inc.
The RBW Partners team was led by Joe Giamichael and Philip Gaucher
The SRFC team was led by partners Ross Carmel, Barrett DiPaolo and associate Benjamin Sklar.
Thiago Spercel, a partner at Sichenzia Ross Ference Carmel, recently published a paper entitled “The Business Judgment Rule in Stakeholder Capitalism” at the Northwestern Journal of International Law and Business. The paper was produced during his time as a Visiting Scholar at Columbia Law School in the beginning of the year.
In the paper, Spercel discusses the purpose of a corporation and the tension between shareholder primacy and stakeholder capitalism. Certain extreme situations of stakeholder-centric decisions that cannot be reconciled with value creation for shareholders could potentially constitute a breach of management’s duty of loyalty if they involve self-dealing or conflict of interest situations, resulting in the unavailability of the business judgment rule protection.
Clear, well-structured, and properly executed stakeholder-friendly decisions will likely create long-term value to shareholders and are germane to the shareholder primacy doctrine, but impulsive, poorly structured decisions taken by managers seeking personal reputation and recognition will often translate into destruction of shareholder value and therefore should be deterred by the law.
New York, NY – November 20, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Qualigen Therapeutics, Inc. (NASDAQ: QLGN) (“Qualigen” or the “Company) in its $4.5 million private placement offering.
Univest, LLC acted as the exclusive placement agent for the offering. The Univest team was led by Bradley Richmond.
The SRFC team was led by partner Ross Carmel, counsel Jeff Hua and associate Bonnie Bai.
New York, NY – November 18, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented D. Boral Capital LLC as the exclusive placement agent for the $12.2 million registered direct offering of 374Water Inc.
The D. Boral Capital team was led by David Boral and David Lee.
The SRFC team was led by partners Ross Carmel, Avital Perlman and associate Christian Lichtenberger.
New York, NY – November 18, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Joseph Gunnar & Co., LLC as the exclusive placement agent for the $1.6 million private placement offering of Eastside Distilling, Inc.
The Joseph Gunnar team was led by Peter Serra and Vincent Miscioscia.
The SRFC team was led by partner Ross Carmel, counsel Sharon Carroll and associate Christian Lichtenberger.
Press Release – New York, NY – November 18, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Cyngn Inc. (NASDAQ: CYN), a developer of industrial autonomous vehicles, in a $3,500,000 private placement of notes and shares of common stock.
The investment is in the form of an Original Issue Discount Senior Note and Shares of Common Stock, resulting in proceeds before expenses to Cyngn of $3.5 million.
Aegis Capital Corp. acted as the exclusive placement agent for the private placement.
The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia and Marcelle Balcombe, and senior paralegal Raquel Vazquez.
Press Release – New York, NY – November 14, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Nature’s Miracle Holding Inc. (Nasdaq: NMHI; NMHIW), a leader in vertical farming technology and infrastructure, in approximately $3 million public offering of (a) 25,133,631 units (the “Units”), with each Unit consisting of (i) one share of common stock, par value $0.0001 per share (the “Common Stock”), (ii) one Series A Warrant to purchase one share of Common Stock (the “Series A Warrant”), and (iii) one Series B Warrant to purchase such number of shares of Common Stock as determined on the Reset Date (as defined in the Series B Warrant) (the “Series B Warrant”), at a public offering price of $0.1118 per Unit and (b) 1,700,000 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (i) one pre-funded warrant exercisable for one share of Common Stock, (ii) one Series A Warrant, and (iii) one Series B Warrant, at a public offering price of $0.1117 per Pre-Funded Unit, for the aggregate gross proceeds of approximately $3 million, prior to deducting underwriting discounts and other offering expenses.
Boral Capital LLC acted as the sole book running manager for the offering.
The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou, David Manno, and Jeffrey Cahlon, and associate Ronghong Dai.
New York, NY – November 12, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it was named to Chambers and Partners’ NY Spotlight Guide for Securities, a program that highlights middle and lower-mid market firms, recognizing those that are well-known for their expertise in certain selected practice areas.
Spotlight firms meet the criteria of having maintained a foothold in the market despite high interest rates and increasing SEC regulatory scrutiny impacting deal-making. The listed firms are a great choice of counsel for complex debt and equity transactions. Firms are particularly active in handling major bond and stock offerings, as well as providing advice on regulatory compliance and beneficial ownership filings.
Find more details and other firms listed at this link.
Press Release – New York, NY – November 14, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, in a public offering of 4,437,869 shares of common stock at $1.69 per share for gross proceeds of approximately $7.5 million.
The SRFC team was led by partners Jay Yamamoto, and Matthew Siracusa, associate Rohini Sud and law clerk Brady Berman.
New York, NY – November 8, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Craft Capital Management LLC and D. Boral Capital LLC in the $4 million public offering of Aduro Clean Technologies Inc.
Craft Capital Management acted as the representative of the underwriters, with D. Boral Capital acting as co-underwriter for the offering.
The SRFC team was led by partners Ross Carmel, Matt Siracusa and associate Lony Leung.
New York, NY – November 7, 2024 – Sichenzia Ross Ference Carmel LLP announced that it represented Safe & Green Holdings Corp. (“Safe & Green Holdings” or the “Company”), a leading developer, designer and fabricator of modular structures, in its $2.4 million warrant inducement transaction.
Aegis Capital Corp. acted as the exclusive financial advisor for the transaction. The Aegis team was led by Isaac Eide and Anthony Lapadula.
The SRFC team was led by partners Ross Carmel, Arthur Marcus and associate Jesse Blue.
Press Release – New York, NY – October 31, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Thumzup Media Corporation (OTCQB: TZUP) (NASDAQ: TZUP), a leading provider of innovative social media branding and marketing solutions which allow businesses and brands to pay customers and fans cash through Venmo and PayPal for their posts on social media, in an underwritten public offering of 1,425,000 shares of common stock, at a price of $5.00 per share (the “Shares”). In addition, the Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 213,750 Shares, less underwriting discounts and commissions.
The SRFC team was led by partner Gregory Sichenzia and associates Jesse Blue and Chance Moore.
Press Release – New York, NY – October 31, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Algorhythm Holdings, Inc. (NASDAQ: RIME), an AI-driven technology and consumer electronics holding company, in a $2,000,000 private placement of notes and shares of common stock.
The investment is in the form of Original Issue Discount Senior Secured Notes and shares of Common Stock, resulting in proceeds before expenses to Algorhythm of $2.0 million.
Univest Securities LLC acted as the exclusive placement agent for the private placement.
The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Marcelle Balcombe, associates Mayank Pradhan, Soumya Cheedi and senior paralegal Raquel Vazquez.
New York, NY – October 30, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Aegis Capital Corp. as sole book running manager in the initial public offering of Polyrizon Ltd. (Nasdaq: PLRZ), a development stage biotech company specializing in the development of innovative medical device hydrogels. The SRFC team was led by partners Gregory Sichenzia, Jeff Cahlon, Avital Perlman and associates Christian Lichtenberger and Mayank Pradhan.
Press Release – New York, NY – October 30, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented The Benchmark Company, LLC as lead managing underwriter in the $5.2 million initial public offering of Gelteq Limited, a global biotechnology company that specializes in the formulation, development, and manufacturing of ingestible gel technology. The SRFC team was led by partners Darrin Ocasio, Avital Perlman, Matthew Siracusa, and associates Mayank Pradhan and Benasz Hansotia.
New York, NY – November 4, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented iSpecimen Inc. (Nasdaq: ISPC) (“iSpecimen” or the “Company”), an online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen providers, in the pricing of a $5 million public offering.
The SRFC team was led by partners Ross Carmel, Barry Biggar and associate Benjamin Sklar.
New York, NY – November 1, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Dominari Securities LLC as the exclusive placement agent for the $1.96 million private placement from Unusual Machines, Inc.
The Dominari Securities team was led by Kyle Wool and Eric Newman.
The SRFC team was led by partners Ross Carmel, Barrett DiPaolo and associate Soumya Cheedi.
NEW YORK, Oct. 30, 2024 — Sichenzia Ross Ference Carmel LLP (“SRFC”) announced today that it was ranked first nationally among securities law firms for PIPE and private placement markets in Q3 2024 with 32 transactions totaling $146.6 million. SRFC was also ranked third in the Investor Counsel and fifth in the Placement Agent Counsel categories, with five transactions totaling $9.5 million and 11 transactions totaling $50 million, respectively. The full PlacementTracker report can be found here.
During the quarter, a total of $49.1 billion was raised across 1,022 transactions. SRFC’s combined 48 transactions, totaling $206 million, led to such prominent placements across PlacementTracker’s league tables, reflecting the critical role the firm plays counseling companies across a broad spectrum of industries.
“Issuers, underwriters and financial institutions choose SRFC because of our deep experience counseling on complex capital markets transactions, like PIPEs and private placements, and our dogged pursuit in achieving client objectives,” said Ross Carmel, name partner at Sichenzia Ross Ference Carmel LLP.
PlacementTracker is the leading source for data and analysis to institutions in the PIPE and Private Placement markets. Legal counsel rankings exclude all 144-A Offerings, Equity Lines of Credit, At the Market Transactions, Rights Offerings, Bought Deals and all PIPE transactions conducted by foreign issues that trade in the U.S. on the OTC.
“We are ranked #1 for a reason, as we began working on PIPE and private placement deals in the early days of our firm’s existence so many years ago. It comes as no surprise that our industry footprint on these transactions is still expanding all these years later,” said Gregory Sichenzia, founding partner at Sichenzia Ross Ference Carmel LLP. “As these transactions have become more commonplace, many firms have worked to catch up with us, but there is no competing with our team of attorneys and their track record for executing on behalf of 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.
Visit the SRFC website or LinkedIn page to learn more.
New York, NY – October 30, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented RBW Capital Partners LLC as the exclusive placement agent for the $3 million initial public offering from Digital Brands Group, Inc.
The SRFC team was led by partners Ross Carmel, Jay Yamamoto and associate Chance Moore.
New York, NY – October 31, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Spartan Capital Securities, LLC as the sole placement agent for the $11.1 million public offering from 1847 Holdings LLC.
The Spartan Capital Securities team was led by Joe Giamichael, Stephen Faucetta and Brian Duddy.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and attorney Mohit Agrawal.
Press Release – New York, NY – October 28, 2024 – David Manno, partner at Sichenzia Ross Ference Carmel LLP, was quoted last week in a nationally syndicated Reuters article entitled “China’s self-driving startup WeRide’s shares surge in Nasdaq debut.”
Per the article, the strong performance reflects a growing appetite among U.S. investors for Chinese companies, following nearly two years of uncertainty after the ride-hailing giant Didi Global’s delisting due to regulatory backlash in China.
Sichenzia Ross Ference Carmel is uniquely qualified to speak to Chinese companies listing in the US, given their extensive work counseling issuers and financial institutions on the transition to North American markets. Manno stated:
“Companies in hot sectors are going to get attention wherever they’re from. There’s so much enhanced disclosure that I don’t think it’s going to be an issue for Chinese companies going public (in the U.S.).”
About The Author
Press Release – New York, NY – October 24, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, in a $3.13 million registered direct offering and private placement. Gross proceeds to the company will be approximately $3.13 million.
The SRFC team was led by partner Arthur Marcus and associate Rohini Sud.
Press Release – New York, NY – October 24, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Craft Capital Management LLC and EF Hutton LLC as underwriters for the $6.08 million initial public offering from Li Bang International Corporation Inc.
Craft Capital Management acted as the representative of the underwriters, with EF Hutton acting as co-underwriter for the offering.
The SRFC team was led by partner Ross Carmel and associate Bonnie Bai.
Press Release – New York, NY – October 25, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented US Tiger Securities, Inc. as the sole underwriter for the $4.8 million initial public offering from Founder Group Limited.
The SRFC team was led by partners Ross Carmel, Thiago Spercel and associate Bonnie Bai.
Press Release – New York, NY – October 23, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Spartan Capital Securities, LLC as the sole placement agent for the $2.5 million registered direct offering from Inspire Veterinary Partners, Inc.
The Spartan Capital Securities team was led by Joe Giamichael.
The SRFC team was led by partners Ross Carmel, Jeffrey Wofford and associate Benjamin Sklar.
Press Release – New York, NY – October 23, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, in a $2.05 million registered direct offering and concurrent private placement. The gross proceeds, before deducting the placement agent fees and other offering expenses payable by the Company, were approximately $2.05 million.
The SRFC team was led by partner Jay Yamamoto and associate Rohini Sud.
Press Release – New York, NY – October 22, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented WallachBeth Capital, LLC as the sole placement agent for the $2.66 million registered direct offering and concurrent private placement from bioAffinity Technologies, Inc.
The SRFC team was led by partners Ross Carmel and Jeffrey Wofford.
Press Release – New York, NY – October 15, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Lexaria Bioscience Corp. (NASDAQ: LEXX), a global innovator in drug delivery platforms, in a $5 million registered direct offering and private placement priced at-the-market under Nasdaq rules. Gross proceeds to the company will be approximately $5 million.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associates Rohini Sud and Benasz Hansotia.
Press Release – New York, NY – October 11, 2024 – Sichenzia Ross Ference Carmel LLP announced that it previously represented Calidi Biotherapeutics, Inc. (NYSE AMERICAN: CLDI) (the “Company”), a clinical-stage biotechnology company developing a new generation of targeted immunotherapies, in an at-the-market offering worth up to $5.1 million. The agreement with Ladenburg Thalmann & Co. Inc., dated October 11, 2024, allows the Company to issue and sell shares of common stock from time to time at prevailing market prices or through negotiated transactions.
The SRFC team was led by partner Jay Yamamoto and associate Rohini Sud.
New York, NY – October 9, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Aegis Capital Corp. as exclusive placement agent for the $8.2 million private placement from SOBRsafe, Inc.
The SRFC team was led by partners Ross Carmel and Avital Perlman, as well as associate Soumya Cheedi.
Press Release – New York, NY – October 2, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ), a global leader in innovative technology solutions, in a registered direct offering of 5,409,999 common shares at a purchase price of $0.75 per share. Gross proceeds to the company will be approximately $4 million.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associate Rohini Sud.
Press Release – New York, NY – October 1, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented BriaCell Therapeutics Corp. (NASDAQ: BCTX, BCTXW) (TSX: BCT) , a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, in its best-efforts offering of 5,128,500 common shares and warrants to purchase up to 5,128,500 common shares at a combined offering price of $0.975 per share and associated warrant, priced at-the-market under Nasdaq rules. Total gross proceeds from the offering were approximately $5 million.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman and associate Christian Lichtenberger.
Press Release – New York, NY – October 1, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Innovation Beverage Group Limited (Nasdaq: IBG), a developer, manufacturer, marketer, exporter and retailer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands with a focus on premium and super premium brands, in the pricing of its initial public offering of 1,350,000 ordinary shares at a public offering price of $4.00 per share. The shares began trading on The Nasdaq Capital Market on September 26, 2024, under the ticker symbol “IBG”.
The Sichenzia Ross Ference Carmel LLP team was led by partners Darrin Ocasio and Matthew Siracusa, counsel Sharon Carroll, and associate Benjamin Sklar
Press Release – New York, NY – September 27, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Beyond Air, Inc. (NASDAQ: XAIR), a commercial stage medical device and biopharmaceutical company focused on harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients, in a $20.6 million private placement offering. Under the terms of the securities purchase agreement, the investors have agreed to purchase shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase shares of common stock, at a purchase price of $0.51 per common share (or $0.5099 per pre-funded warrant in lieu thereof) and accompanying warrant in a private placement priced at-the-market under the rules of the Nasdaq Stock Market.
The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia and Avital Perlman and associate Rohini Sud.
Press Release – New York, NY –September 27, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Bancroft Capital, LLC in a $9.5 million initial public offering of ordinary shares of Premium Catering (Holdings) Limited (NASDAQ: PC), a food caterer supplying prepared meals to foreign workers in Singapore as well as operating food stalls and providing buffet catering services. The initial public offering consisted of 1,650,000 ordinary shares issued and sold by Premium Catering (Holdings) Limited and 350,000 ordinary shares by certain selling shareholders at the public offering price of $4.75 per share.
Bancroft Capital, LLC acted as lead underwriter and representative for the offering.
The Sichenzia Ross Ference Carmel LLP team was led by partners Benjamin Tan and Matthew Siracusa.
Press Release – New York, NY – September 17, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented INmune Bio (Nasdaq: INMB), a clinical-stage inflammation and immunology company focused on developing treatments that harness a patient’s innate immune system to fight disease, in the purchase and sale of 2,341,260 shares of its common stock and warrants to purchase up to an aggregate of 2,341,260 shares of common stock at a combined purchase price per share and accompanying warrant of $5.50 for the institutional investors, and $6.50 per share and accompanying warrant for the Insiders, pursuant to a registered direct offering. The gross proceeds of the offering will be approximately $13.0 million before deducting placement agent fees and other estimated offering expenses
A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.
The SRFC team was led by partners Marc Ross, Thomas Rose, and David Manno, and associate Jesse Blue.
Press Release – New York, NY – September 24, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Sharps Technology, Inc. (NASDAQ: STSS), an innovative medical device and pharmaceutical packaging company offering patented, best-in-class syringe products, in the closing of its previously announced secured bridge financing of approximately $3.5 million.
Aegis Capital Corp. acted as Exclusive Placement Agent for the private placement.
The Sichenzia Ross Ference Carmel LLP team was led by partner Arthur Marcus and associate Jesse Blue.
New York, NY – September 25, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Kaival Brands Innovations Group, Inc. (“Kaival Brands” or the “Company”), the exclusive U.S. distributor of the Bidi® Stick and certain other products manufactured by Bidi Vapor, in a definitive merger and share exchange agreement with Delta Corp Holdings Limited (“Delta”).
Maxim Group LLC served as the exclusive financial advisor to Kaival Brands.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Soumya Cheedi.
New York, NY – September 24, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Elevai Labs, Inc. (“Elevai” or the “Company”), a pioneering force in medical aesthetics, in the pricing of an $8.0 million public offering.
Univest Securities, LLC acted as the sole placement agent for the offering.
The SRFC team was led by partners Ross Carmel and Matt Siracusa, as well as associates Lony Leung and Chance Moore.
Press Release – New York, NY – September 18, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Impact Biomedical Inc. (NYSE: IBO), a company discovering and developing new offerings in human healthcare and wellness, in the pricing of its initial public offering of 1,500,000 shares of its common stock at a public offering price of $3.00 per share. The shares began trading on the NYSE American Market on September 16, 2024, under the ticker symbol “IBO”.
The Sichenzia Ross Ference Carmel LLP team was led by partner Darrin Ocasio and associate Jesse Blue.
New York, NY – September 16, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Tenon Medical, Inc. (“Tenon” or the “Company”), a company transforming care for patients suffering with certain sacroiliac joint (SI Joint) disorders in a $4.5 million public offering.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and counsel Jeff Hua.
A.G.P./Alliance Global Partners acted as the sole placement agent for the Offering.
Press Release – New York, NY – September 16, 2024 – Sichenzia Ross Ference Carmel LLP today announced that it represented Vuzix Corporation (NASDAQ: VUZI), a leading supplier of smart glasses and Augmented Reality (AR) technology and products, in a private placement with a strategic investor. The private placement is for the sale by Vuzix of up to $20 million of common stock and Series B Preferred Stock in three tranches.
The initial closing under the private placement, in which the company sold $10 million of common stock, occurred on September 13, 2024. The second and third closings, each for the sale of $5 million of Series B Preferred Stock, will be tied to certain milestones. The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Thomas Rose and Jeff Cahlon and associate Rohini Sud.
Press Release – New York, NY – September 12, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented BriaCell Therapeutics Corp. (NASDAQ: BCTX, BCTXW) (TSX: BCT) , a clinical-stage biotechnology company that develops novel immunotherapies to transform cancer care, in its registered offering of 12,325,000 common shares. Each common share was sold at an offering price of $0.69 per share for gross proceeds of approximately $8.5 million.
The SRFC team was led by partners Gregory Sichenzia and Avital Perlman, and associates Christian Lichtenberger and Benasz Hansotia.
Press Release – New York, NY – September 11, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented NuZee, Inc. in two recent PIPE transactions, resulting in gross proceeds of approximately $4.3 million. In the first PIPE transaction, the Company sold approximately $3 million of its common stock, which closed on July 18, 2024. In the second PIPE transaction, the Company sold $1.3 million of convertible notes, which closed on September 10, 2024.
The SRFC team was led by partner Huan Lou and associates Martryn Mak and Bonnie Bai.
New York, NY – September 12, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented WallachBeth Capital LLC and Revere Securities LLC in an initial public offering of Trident Digital Tech Holdings Ltd., comprised of 1,800,000 American Depositary Shares (“ADSs”).The ADSs are expected to begin trading on the Nasdaq Capital Market on September 10,2024, under the symbol “TDTH.” The closing of the Offering is expected to occur on September 11,2024, subject to the satisfaction of customary closing conditions.
WallachBeth Capital LLC acted as the Lead Underwriter for the Offering and Revere Securities LLC acted as the Co-Manager for the Offering. The WallachBeth team was led by Doug Bantum, Gene McNeill and Ken Bantum. The Revere team was led by Adam Cavise and Jack Chen.
The SRFC team was led by partners Ross Carmel, Barry Biggar and associate Bonnie Bai.
New York, NY – September 11, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented EF Hutton as exclusive placement agent for the $4 million private placement from Solidion Technology, Inc.
The EF Hutton team was led by David Boral, Gaurav Verma and Mark Iorio.
The SRFC team was led by partner Ross Carmel.
Press Release – New York, NY – September 6, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Joseph Gunnar & Co.as exclusive placement agent for the $0.4 million registered direct offering from Eastside Distilling.
The Joseph Gunnar & Co. team was led by Chairman & Chief Executive Officer Joseph Alagna, Managing Director Peter Serra and Vice President Vincent Miscioscia.
The SRFC team was led by partners Ross Carmel and Matt Siracusa and associate Christian Lichtenberger.
Press Release – New York, NY – September 6, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Qualigen Therapeutics, Inc. in the pricing of its $3.47 million public offering.
Univest Securities, LLC acted as the exclusive placement agent for the offering, led by Bradley Richmond.
The SRFC team was led by partner Ross Carmel and associates Bonnie Bai and Jesse Blue.
Press Release – New York, NY – September 4, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented 60 Degrees Pharmaceuticals, Inc. (“60P”) in its $4 million private placement priced at-the-market (ATM) under Nasdaq rules.
H.C. Wainwright acted as the exclusive placement agent for the private placement.
The SRFC team was led by partners Ross Carmel, counsel Jeff Hua and associate Tong Wu.
Press Release – New York, NY – August 23, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Virax Biolabs Group Limited (NASDAQ: VRAX) (“Virax”), an innovative biotechnology company focused on the detection of immune responses and diagnosis of viral diseases, in a $5 million registered direct offering to certain institutional investors.
Virax issued an aggregate of 1,108,892 of its ordinary shares at a purchase price of $4.50 per share.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The SRFC team was led by partners Greg Sichenzia, Barrett DiPaolo and Matt Siracusa and associate Benasz Hansotia
Press Release – New York, NY – August 29, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Wilson-Davis & Co., Inc. in a $11.25 million initial public offering of ordinary shares of JBDI Holdings Limited (NASDAQ: JBDI), a leading provider of environmentally friendly and efficient reconditioning and recycling services for drums and containers in Singapore and Southeast Asia. The initial public offering consisted of 1,750,000 ordinary shares issued and sold by JBDI Holdings Limited and 500,000 ordinary shares by certain selling shareholders at the public
offering price of $5.00 per share.
Wilson-Davis & Co., Inc. acted as lead underwriter and representative for the offering.
The Sichenzia Ross Ference Carmel LLP team was led by partners Benjamin Tan and Matthew Siracusa.
New York, NY – August 28, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Aegis Capital Corp. as exclusive placement agent in connection with a securities purchase agreement resulting in gross proceeds of $20 million to Serve Robotics Inc. (Nasdaq: SERV). Backed by Uber and NVIDIA, Serve Robotics develops advanced, AI-powered, low-emissions sidewalk delivery robots that endeavor to make delivery sustainable and economical. Serve Robotics was spun off from Uber in 2021. The transaction closed on August 28, 2024.
Serve Robotics completed a private placement to a single institutional investor of pre-funded warrants to purchase up to 555,555 shares of the company’s common stock, together with a warrant to purchase up to 555,555 shares of common stock at an exercise price of $10.00 per share. Each unit of pre-funded warrant and common warrant was sold at a purchase price of $9.00. The common warrants are exercisable upon issuance and will expire five and a half years from the date of issuance.
In addition, Serve Robotics agreed with a single institutional investor to exercise for cash certain outstanding warrants to purchase an aggregate of 2,500,000 shares of Common Stock at their original exercise price of $6.00 per share, for gross proceeds of $15 million. In consideration for such exercise, the investor received, in a private placement, new warrants to purchase up to 2,200,000 shares of common stock with an exercise price of $10.00 per share. These new warrants are exercisable upon issuance and will expire five and a half years from the date of issuance.
Aegis Capital Corp. acted as the exclusive placement agent for the transaction.
The Firm previously represented Aegis Capital as exclusive placement agent in a $15 million private placement offering by Serve Robotics of common stock warrants and pre-funded common stock warrants in July 2024; as the sole book-running manager in Serve Robotics’ $40 million underwritten public offering of common stock and uplisting to Nasdaq in April 2024; and as co-placement agent in Serve Robotics’ $15.7 million “APO” reverse merger and private placement in July – October 2023. The Firm also represented Laidlaw & Company (UK) Ltd. as co-placement agent in a $3 million convertible note bridge financing for Serve Robotics in April 2023.
The SRFC team was led by partners Gregory Sichenzia, Barrett DiPaolo and Matthew Siracusa and associate Benjamin Sklar.
New York, NY – August 27, 2024 – Sichenzia Ross Ference Carmel LLP today announced that it represented Cathay Securities, Inc. in the $8.5 million IPO of Reitar Logtech Holdings Limited (Nasdaq: RITR) (the “Company”), a comprehensive logistics solutions provider in Hong Kong.
Cathay Securities, Inc. is acting as sole book runner and lead underwriter for the Offering. The Cathay Securities team was led by Shell Li.
The SRFC team was led by partners Ross Carmel, Barry Biggar and associate Bonnie Bai.
New York, NY – August 23, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Dominari Securities LLC (“Dominari”), in a $4.4 million private placement of Jones Soda Co, a leading developer of sodas and cannabis-infused beverages.
The Dominiari Securities LLC team was led by Kyle Wool and Dr. Cosme Ordonez.
The SRFC team was led by partner Ross Carmel and associate Mohit Agrawal.
Press Release – New York, NY – August 21, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented EF Hutton LLC in a $2.9 million public offering of New Horizon Aircraft Ltd. (NASDAQ: HOVR), an advanced aerospace engineering company that is developing one of the world’s first hybrid eVTOL.
The SRFC team was led by partners Darrin Ocasio, Avital Perlman, Matthew Siracusa, and associate Jesse Blue.
New York, NY – August 19, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented EF Hutton LLC in a $16 million debt financing transaction between NRx Pharmaceuticals, Inc. (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company and Anson Funds.
EF Hutton LLC acted as the exclusive placement agent for the Financing.
The SRFC team was led by partner Ross Carmel.
New York, NY – August 19, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Siyata Mobile Inc. (“Siyata” or the “Company”), a global developer and vendor of Push-to-Talk over Cellular (PoC) handsets and accessories, in a $4 million public offering.
Spartan Capital Securities, LLC acted as the sole placement agent in connection with the offering.
The SRFC team was led by partners Ross Carmel, Thiago Spercel, and associate Mohit Agrawal.
Press Release – New York, NY – August 14, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Greenlane Holdings, Inc. (NASDAQ:GNLN) (“Greenlane” or the “Company”), a premier global platform for the development and distribution of premium cannabis accessories, packaging, vape solutions, and lifestyle products, in the closing of a $6.5 million private placement before deducting fees to the placement agent and other offering expenses payable by the company.
The Company issued an aggregate of 2,363,637 units and pre-funded units. The pre-funded units will be sold at the same purchase price as the units, less the pre-funded warrant exercise price of $0.001. Each unit and pre-funded unit consisted of one share of common stock (or one pre-funded warrant) and two common warrants, each exercisable for one share of common stock at an exercise price of $2.50 per share. The common warrant will be exercisable on the initial exercise date described in the common warrant and will expire 5 years from such date.
Aegis Capital Corp. acted as the Exclusive Placement Agent for the private placement.
The SRFC team was led by partner Arthur Marcus, associate Jesse Blue, and Paralegal Kennedy McCann
New York, NY – August 12, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented WallachBeth Capital LLC (the “Underwriter”) in the initial public offering and partial exercise of the Underwriters’ over-allotment option of the ordinary shares of QMMM Holdings Limited (“QMMM”). The ordinary shares commenced trading on The Nasdaq Capital Market on July 19, 2024. The initial public offering consisted of 2,150,000 ordinary shares of QMMM at a price of $4.00 per share and closed on July 22, 2024. The partial exercise of the Underwriters’ over-allotment option closed on August 8, 2024.
QMMM is a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong.
The SRFC team was led by partners Huan Lou, David Manno and associate Christian Lichtenberger.
Press Release – New York, NY – August 7, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it was ranked third nationally among securities law firms in the Issuer Counsel category for PIPE and private placement markets in Q2 2024. SRFC was also included among the top ten for the category of Placement Agent Counsel League Table by number of transactions. The report can be found here.
During the quarter, SRFC provided counsel for 18 transactions on behalf of issuers and investment banks, right behind Goodwin Proctor LLP (22) and Cooley LLP (21). A total of $32.8 billion was raised in 699 transactions throughout Q2 2024. Deal volume decreased 1% (707 deals in Q2 2023) and dollar volume increased 33% ($24.6 billion in Q2 2023).
“Sichenzia Ross Ference Carmel succeeds on behalf of its clients because of our deep experience coupled with speed and flexibility, all traits required for issuers and banks to thrive in today’s market,” said Ross Carmel, name partner at Sichenzia Ross Ference Carmel LLP.
PlacementTracker is the leading source for data and analysis to institutions in the PIPE and Private Placement markets. Legal counsel rankings exclude all 144-A Offerings, Equity Lines of Credit, At the Market Transactions, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC.
“In the early 2000s our firm was among the first to represent mid and small cap issuers in a new financing strategy called PIPES and Private Placements,” said Gregory Sichenzia, founding partner at Sichenzia Ross Ference Carmel LLP. “We were recognized as an industry leader in this space then and continue to be nearly a quarter century later. It’s a great testament to our ingenuity and our consistent quality of counsel. Many have come after us, but there is only one original.”
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.
Press Release – New York, NY – August 6, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented MKDWELL Tech Inc. (NASDAQ: MKDW) (“MKD” or the “Company”) as U.S. counsel in the successful completion of its previously announced business combination with Cetus Capital Acquisition Corp.
The ordinary shares of the Company began trading on the Nasdaq Global Market on August 1, 2024, under the ticker symbol “MKDW” and the Company’s warrants began trading on the Nasdaq Capital Market on the same date under the ticker symbol “MKDWW”. MKD is an automotive electronics manufacturer and operates primarily through its key subsidiaries: MKD Jiaxing and MKD Shanghai in Mainland China, and MKD Taiwan in Hsinchu, Taiwan.
Partner David Manno commented, “We congratulate MKD on the completion of their business combination and Nasdaq listing.”
The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou and David Manno and associates Martryn Mak and Ronghong Dai.
New York, NY – August 6, 2024 – Sichenzia Ross Ference Carmel LLP announced it has represented WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, in a registered direct, concurrent private placement and warrant inducement of bioAffinity Technologies, Inc. priced at $1.75 million.
The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Soumya Cheedi.
New York, NY – August 2, 2024 – Sichenzia Ross Ference Carmel LLP (SRFC) represented Brookline Capital Markets, a division of Arcadia Securities LLC, in the $6.4 million initial public offering of OS Therapies Incorporated (NYSE: OSTX), a clinical stage oncology company focused on the treatment of osteosarcoma and other solid tumors in children and young adults.
Brookline Capital Markets acted as the sole book-running manager for the offering.
The SRFC team was led by partners Marc Ross and Tom Rose, and associate Benjamin Sklar.
Press Release – New York, NY – August 2, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Nature’s Miracle Holding Inc. (NASDAQ: NMHI; NMHIW), a growing agriculture technology company providing equipment and services to growers in the Controlled Environment Agriculture industry, in approximately $1.2 million public offering of 5,000,000 units at a public offering price of $0.24 per unit, with each unit consisting of one share of common stock and one Series A warrant to purchase one share of common stock. EF Hutton LLC acted as the sole book running manager for the offering.
The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou and David Manno, counsel Jeffrey Hua and associate Ronghong Dai.
Press Release – New York, NY – August 2, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented A.G.P. / Alliance Global Partners in the $69 million initial public offering, including full exercise of Underwriter’s Over-Allotment Option, of DT Cloud Star Acquisition Corporation, a blank check company. The offering consisted of 6,900,000 units at a price of $10.00 per unit. This includes the exercise in full by the underwriters’ over-allotment option to purchase up to an additional 900,000 units. Each unit consists of one ordinary share and one right to receive one-ninth (1/9) of one ordinary share upon the consummation of an initial business combination. The IPO closed on July 26, 2024. The units are listed on The Nasdaq Global Market (“Nasdaq”) and began trading under the ticker symbol “DTSQU” on July 25, 2024. Once the securities comprising the units begin separate trading, the ordinary shares and the rights are expected to be traded on Nasdaq under the symbols “DTSQ” and “DTSQR,” respectively.
The Sichenzia Ross Ference Carmel LLP team was led by partners Huan Lou, David Manno, and associates Martryn Mak and Ronghong Dai.
New York, NY – July 31, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented ThinkEquity in a $5 million public offering of Better Choice Company Inc. (NYSE American: BTTR) (the “Company” or (“Better Choice”), a pet health and wellness company.
ThinkEquity is acting as the sole book-runner for the offering. Its team was led by Joe (Ramnarain) Jaigobond, Eric Lord and Christopher Penny.
The SRFC team was led by partners Ross Carmel, Jay Yamamato, Jeff Cahlon, law clerk Rohini Sud and associate Benasz Hansotia.
New York, NY – July 30, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented ThinkEquity in a $10.8 registered direct offering of CEL-SCI Corporation (“CEL-SCI” or the “Company”), a cancer immunotherapy company.
ThinkEquity is acting as sole placement agent for the offering. Its team was led by Joe (Ramnarain) Jaigobond, Eric Lord, and Brian Carstens.
The SRFC team was led by partners Ross Carmel, Avital Perlman and associate Soumya Cheedi.
New York, NY – July 24, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Aegis Capital Corp. as exclusive placement agent in a $15 million private placement offering by Serve Robotics Inc. (Nasdaq: SERV) of common stock warrants and pre-funded common stock warrants. Backed by Uber and NVIDIA, Serve Robotics develops advanced, AI-powered, low-emissions sidewalk delivery robots that endeavor to make delivery sustainable and economical. Serve Robotics was spun off from Uber in 2021. The Firm previously represented Aegis Capital as the sole book-running manager in Serve Robotics’ $40 million underwritten public offering of common stock and uplisting to Nasdaq in April 2024, and as co-placement agent in Serve Robotics’ $15.7 million “APO” reverse merger and private placement in July – October 2023. The Firm also represented Laidlaw & Company (UK) Ltd. as co-placement agent in a $3 million convertible note bridge financing for Serve Robotics in April 2023.
The SRFC team was led by partners Gregory Sichenzia, Barrett DiPaolo and Matthew Siracusa and associate Benjamin Sklar.
Sichenzia Ross Ference Carmel LLP partners Gregory Sichenzia and Ross Carmel will speak at this year’s PIPEs Conference, a DealFlow Event, at the Hard Rock Hotel & Casino in Hollywood, Florida. Join Greg and Ross to explore the evolution of the PIPE market, regulatory updates, and market trends.
For 20 years, the DealFlow team has been at the forefront of private investments in public equity, starting with The PIPEs Report and PrivateRaise. The PIPEs Conference has been hosted in cities around the world. Its next stop? Hollywood, Florida.
This year’s conference at The Hard Rock Hotel & Casino will again be a hub for professional networking and deal-making. It will be explore the PIPE market’s evolution and delve into the latest regulatory updates, market trends, notable transaction structures, and more.
Please click this link to register or learn more.