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Sichenzia Ross Ference Carmel LLP Represents EF Hutton LLC in a $2 Million Underwritten Public Offering 

New York, NY – July 12, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented EF Hutton LLC in a $2 Million Underwritten Public Offering of Shineco, Inc., a provider of innovative diagnostic medical products and related medical devices. 

EF Hutton LLC is acting as the sole book-running manager for the offering. Its team was led by David Boral, Stephanie Hu, Ryan Zhang and Mark Iorio.

The SRFC team was led by partners Ross Carmel, Matt Siracusa and Rohini Sud. 

Sichenzia Ross Ference Carmel LLP Represents Vyome Therapeutics in a Merger Agreement with ReShape Lifesciences

New York, NY – July 11, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Vyome Therapeutics, Inc., a private clinical-stage healthcare company targeting immuno-inflammatory and rare diseases, in connection with the execution of a definitive merger agreement with ReShape Lifesciences Inc, the premier physician-led weight loss and metabolic health-solutions company.  Vyome and ReShape will combine in an all-stock transaction, and be listed on Nasdaq under the new ticker symbol “HIND.”

The SRFC team was led by partners Gregory Sichenzia, Marcelle Balcombe and Glenn Burlingame and associate, Nishkarsh Jakhar.

Sichenzia Ross Ference Carmel LLP Represents Spartan Capital Securities LLC in a $6 Million Public Offering of Inspire Veterinary Partners, Inc.

inspire veterinary partners

New York, NY – July 8, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Spartan Capital Securities LLC in a $6 million public offering of Inspire Veterinary Partners, Inc., an owner and provider of pet health care services throughout the U.S.

Spartan Capital Securities LLC was the sole placement agent in connection with the offering. Its team was led by Joe Giamichael and Harry Warnick.

The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Soumya Cheedi.

Sichenzia Ross Ference Carmel LLP Represents EF Hutton in a $2.25 Million Registered Direct Offering of Datasea Inc.

datasea inc. logo

Press Release – New York, NY – July 2, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented EF Hutton in a $2.25 million registered direct offering of Datasea Inc., a Nevada corporation engaged in innovative businesses in high-tech intelligent acoustics and 5G-Artificial Intelligence (“AI”) multimodal communication technology in the United States and China.

EF Hutton LLC was the exclusive placement agent for the offering. Its team was led by David Boral, Stephanie Hu, Mark Iorio and Ryan Zhang.

The SRFC team was led by partners Ross Carmel, Avital Perlman and associate Bonnie Bai.

Law360: “Sichenzia Ross Guiding Fuel Cell Co. on $130M SPAC Merger”

Law360, a top trade publication providing news coverage and analysis on legal developments including litigation filings, case settlements, verdicts, regulation, enforcement, legislation, corporate deals and more, recently published an article on Sichenzia Ross Ference Carmel LLP representing Infintium Fuel Cell Systems, Inc. in a business combination with Goldenstone Acquisition Limited. The Law360 article can be found here, and details on the transaction are available at this link.

The SRFC team was led by partners Ross Carmel, Shane Wu, Glen Burlingame, and associate Lony Leung.

Sichenzia Ross Ference Carmel LLP Represents Ayurcann Holdings Corp. in a Business Combination with Arogo Capital Acquisition Corp.

New York, NY – June 27, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it has represented Ayurcann Holdings Corp. (“Ayurcann” or the “Company”), an award winning Canadian cannabis extraction company specializing in the processing and manufacturing of pharma grade cannabis and hemp for various derivative cannabis products, in a business combination with Arogo Capital Acquisition Corporation (“Arogo”), a special purpose acquisition company.

The SRFC team was led by partners Ross Carmel, Glenn Burlingame and counsel Sharon Carroll.

Sichenzia Ross Ference Carmel LLP Represents Madison Global Partners, LLC, in a $11 Million Registered Direct Offering of authID, Inc.

Press Release – New York, NY – June 27, 2024 – 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 1,464,965 million shares of its common stock at a purchase price of $7.50 per share (however, the purchase price for one share if the investor was a director of the Company was $8.16). The aggregate gross proceeds from the Offering were $11,000,000 Million before deducting placement agent fees and other estimated offering expenses.

authID (Nasdaq: AUID) ensures enterprises “Know Who’s Behind the Device™” for every customer or employee login and transaction through its easy-to-integrate, patented, biometric identity platform. authID quickly and accurately verifies a user’s identity and eliminates any assumption of ‘who’ is behind a device to prevent cybercriminals from compromising account openings or taking over accounts. Combining secure digital onboarding, FIDO2 passwordless login, and biometric authentication and account recovery, with a fast, accurate, user-friendly experience, authID delivers biometric identity processing in 700ms. Binding a biometric root of trust for each user to their account, authID stops fraud at onboarding, detects and stops deepfakes, eliminates password risks and costs, and provides the fastest, frictionless, and the most accurate user identity experience demanded by today’s digital ecosystem. Discover more at www.authID.ai.

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

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

Sichenzia Ross Ference Carmel LLP Represents Infintium Fuel Cell Systems, Inc. in a Business Combination with Goldenstone Acquisition Limited

Infintium Fuel Cell Systems, Inc.

New York, NY – June 27, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Infintium Fuel Cell Systems, Inc. (“Infintium” or the “Company”), a Greer, South Carolina based hydrogen fuel cell technology provider to some of the world’s largest commercial, industrial and retail companies, in a business combination agreement with Goldenstone Acquisition Limited (“Goldenstone”), (NASDAQ: GDST), a Delaware blank check company.

The SRFC team was led by partners Ross CarmelShane Wu, Glen Burlingame, and associate Lony Leung.

Sichenzia Ross Ference Carmel LLP Represents Kaival Brands in a $6 Million Public Offering 

New York, NY – June 24, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Kaival Brands Innovations Group, Inc., (NASDAQ: KAVL) (“Kaival Brands”, the “Company”), the exclusive U.S. distributor of all products manufactured by Bidi Vapor, LLC (“Bidi Vapor”) in a $6.0 million public offering. The team announced the pricing of a public offering of 3,921,500 units at a public offering price of $1.53 per unit (the “Offering”).

Maxim Group LLC is the placement agent.

The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Soumya Cheedi.

Sichenzia Ross Ference Carmel LLP represents Presidio Property Trust, Inc. in Pricing of $1.74 Million Public Offering of Series D Preferred Stock

Press Release – New York, NY – June 21, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Presidio Property Trust, Inc., an internally managed, diversified real estate investment trust, in the pricing of its public offering of 109,054 shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock par value $0.01 per share (the “Series D Preferred Stock”) at a price to the public of $16.00 per share. 

The SRFC team was led by partners Darrin M. Ocasio and Avital Perlman, associate Rohini Sud, and law clerk Nishkarsh Jakhar.  

Sichenzia Ross Ference Carmel LLP Represents MGO Global in a Business Combination Agreement with Heidmar

New York, NY – June 21, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented MGO Global Inc, a digitally-native, lifestyle brand portfolio company, (“MGO”, “MGO Global”, or the “Company”) in a business combination agreement with Heidmar, Inc., a global leader in the crude oil and refined petroleum product tanker market (“Heidmar”).

The SRFC team was led by partners Ross Carmel, Jeff Wofford, Glenn Burlingame, and associate Anna Chaykina.

Sichenzia Ross Ference Carmel LLP Represents Sharps Technology, Inc. in $3.4 Million Reg A+ Warrant Inducement Offering

Sharps Technology inc.

Press Release – New York, NY – June 17, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Sharps Technology, Inc. (NASDAQ: STSS), an innovative medical device and pharmaceutical company offering patented, best-in-class syringe products, in a $3.39 million Reg A+ warrant inducement offering. The offering combined a Reg A offering on Form 1-A and the exercise of existing warrants. 

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

Sichenzia Ross Ference Carmel Represents Joseph Gunnar & Co., LLC in a $3 Million Private Placement for Beeline Financial Holdings Inc.

Press Release – June 5, 2024 – New York, NY – Sichenzia Ross Ference Carmel LLP today announced it represented Joseph Gunnar & Co., LLC in a $3 million private placement for Beeline Financial Holdings Inc., a fintech mortgage lender. The SRFC team was led by partner Ross Carmel, counsel Sharon Carrol, and Associate Christian Lichtenberger.

Sichenzia Ross Ference Carmel LLP Represents BioSig Technologies, Inc. in $3 Million Registered Direct Offering

Press Release – New York, NY – May 30, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented BioSig Technologies, Inc. (NASDAQ: BSGM), a medical technology company committed to delivering unprecedented accuracy and precision to intracardiac signal visualization, in a $3 million registered direct offering. The Company sold an aggregate of 1,507,683 shares of common stock in a registered direct offering at a purchase price of $1.91 per share, along with a concurrent private placement of warrants to purchase 1,570,683 shares of common stock at an exercise price of $1.78 per share. H.C. Wainwright & Co acted as the sole placement agent for the offering.  

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory SichenziaBarrett S. DiPaolo, and Avital Perlman, and associates Christian Lichtenberger and Mayank Pradhan

Sichenzia Ross Ference Carmel LLP represents Presidio Property Trust, Inc. in Shareholder Activism Matter

Press Release – New York, NY – May 17, 2024 – Sichenzia Ross Ference Carmel LLP served as a legal advisor to Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust, in connection with its defense against director nominations from an activist shareholder group. 

The Company entered into a cooperation agreement with the shareholder group and appointed one of the members of the group to its board. The shareholder group agreed to withdraw the five director nominations it had previously submitted to Presidio and to support the Presidio board’s slate of directors at the Company’s 2024 Annual Meeting of Stockholders. The shareholder activist group has also agreed to certain customary standstill provisions and voting commitments.   

The SRFC team was led by partners Darrin M. Ocasio, Avital Perlman, Glenn Burlingame, and associate Lony Leung.

Sichenzia Ross Ference Carmel LLP Represents BriaCell Therapeutics Corp. in $5 Million Registered Direct Offering

briacell therapeutics

Press Release – New York, NY – May 17, 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 a $5 million registered direct offering.  The Company sold an aggregate of 2,402,935 common shares (or pre-funded warrants in lieu thereof) and warrants to purchase 2,402,935 common shares.  A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.  

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Avital Perlman, Glenn Burlingame, law clerk Soumya Cheedi, and senior paralegal Raquel Vazquez.

CLIENT ALERT: Employer and Employee Update on Nationwide Ban of Non-competes – “Wait and See” or “Roll The Dice”

September 4, 2024 is the day. If the courts do not issue an order prohibiting the enforcement of all or any part of the non-compete rule, it will be the law of the land starting September 4, 2024.

The legal challenges have already been-fast-tracked. We expect a decision on whether the non-compete rule stands or falls, in whole or in part, in July 2024. For employers and employees, in practice that means there is just 4 to 6 weeks of actual lead time before a possible decision and the effective date of September 4, 2024.

If you are deciding whether to change employment, renegotiate the terms of employment or enforce your current employment contract rights, you do not have 120 more days to consider – you have just four to six weeks to explore, perform diligence, decide and act.

Second, without alteration, the non-compete rule applies to all business sectors, most business entity forms, and both publicly-traded and private companies. It is retroactive in reach, and it will touch almost every level of employment except for the very highest level of C-suite executives – potentially applying to even executive officers who sit at the top of their distinct business lines, divisions, groups or departments. Only the top decision-maker(s) will be excluded from the ban.

Employers are reassessing the profiles, functions, needs and compensation of their employees in order to decide how best to protect their interests and align their employees’ interests with their own. Employers that pay highly competitive salaries, commissions, and bonuses and invest in the tools, training, credentialing, and licensing of their employees should re-evaluate the “value of the total employment package” without restraints against competition, including the timing and conditions of those pay packages to retain talent and disincentive employees from “taking the money and running” for the next best offer.

Whether you view this as employers “handcuffing” employees to their business or employers protecting their investments in people and competitive “know-how,” decisions must be made.

This is especially true across service sectors. In the financial services sector, banks, funds, investment advisors and broker-dealers, should re-evaluate how to assert greater ownership and control over investors and account customers who are the underlying assets. Employees should re-evaluate the advantages of the status quo versus greater mobility and better compensation in the future. In technology, advertising and marketing, employers and employees should re-evaluate how a non-compete ban would impact talent, intellectual property and the lucrative client relationships that drive those sector dollars.

Do you sit tight or “roll the dice?” If you have questions, please contact Scott Furst at SRFC at (212) 930-9700 or sfurst@srfc.law

About The Author

daniel scott furst

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 employment and transactional agreements for senior executives across all business sectors, including 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 Litigation Partners Michael Ference and Scott Furst Resolve SEC Enforcement Action After Securing Broad Dismissal of Securities Law Claims And Handing SEC A Rare Defeat On Section 5 Liability

Press Release – New York, NY – May 13, 2024 – Led by Partner Scott Furst, Sichenzia Ross Ference Carmel LLP (“SRFC”) won successive victories for their client, when, in January 2020, Southern District of New York Senior Judge Loretta Preska dismissed all fraud-based securities and control person liability claims brought by the Securities and Exchange Commission (“SEC”) against their client in S.E.C. v. Magna Equities II, LLC, et al., Case No. 1:19-cv-01459 (LAP).  In May 2023, Senior Judge Preska then handed the SEC an incredibly rare defeat on its motion for summary judgment on its theory that their client had violated Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”).  These events provided the foundation for a recent favorable resolution for their client.

Section 5(a) and 5(c) of the Securities Act make it unlawful to offer or sell a security in interstate commerce unless a registration statement has been filed or the transaction qualifies for an exemption from registration.  Section 5 is a strict liability statute; the SEC is not required to prove scienter.  Consequently, degrees of fault, negligence and intent are irrelevant to determining liability.  Moreover, Section 5 does not limit liability to the initial distribution of securities, and liability under the statute extends to participants in the sale who were both necessary for the transaction and a substantial factor in bringing it about.

The SEC alleged that SRFC’s client, through related entities, had obtained unrestricted shares of two publicly-traded companies and then caused those shares to be sold into the market without any exemption from the registration requirements of the federal securities laws.  A significant part of the SEC’s case relied on the acts and testimony of a convicted, serial fraudster, Zirk de Maison, who was already serving more than twelve (12) years in prison and had been ordered to pay in excess of $39,000,000 in restitution for his role in an unrelated massive, penny-stock scheme.  Mr. de Maison sought cooperation credit from the U.S. Attorneys for the Northern District of Ohio as well as the SEC, and in that context, the SEC built its lawsuit against the defendants.

Mr. Ference said, “Federal courts often defer to the SEC’s allegations at the pleading stage of an enforcement action, and follow a long line of cases that have, on lesser fact allegations, allowed SEC cases to go forward based on inferences of scienter that is below what many private litigants must show in civil litigations that do not involve the SEC.  The SEC, however, is not a typical civil litigant.  Its pre-action investigatory powers and tools have no analog in ordinary civil litigation.  The SEC has the resources and discretion to expand its investigatory focus, to abandon its prior theories and to saddle anyone in the SEC’s focus – even when the SEC lacks any focus whatsoever – with unprecedented and often-crippling costs: legal, financial and reputational.  It’s simply extremely difficult and expensive to fight for fairness and to defeat the SEC when the pre-action investigation can drag on for years before a lawsuit even starts.  Few individuals and entities in the United States have the resources and resolve to fight and the right attorneys to stand by them and fight for every fact and every win.”

The SEC alleged that Magna’s founder was individually liable for violating Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder and Section 20(a) of the Exchange Act.  The Court, however, rejected each of the SEC’s claims as a matter of law.  SRFC’s client was the only defendant to win dismissal on these claims.  

Following years of extensive and contentious fact discovery, in May 2023, Judge Preska issued an eighty-six page Opinion and Order that, in relevant part, handed the SEC an incredibly rare summary judgment loss on its Section 5 claim against the founder after crediting the “conflicting nature of the evidence” developed and presented by SRFC.  Under the circumstances, the Court concluded that there was a “genuine dispute of material fact” as to whether the founder was a “necessary participant and substantial factor” in the unregistered securities sales.

 “From the outset, we told the SEC that this was an extraordinary overreach to bring an enforcement action against the founder that was not supported by facts but was, in large part, premised upon the self-serving claims of a convict.  Almost no one has the emotional and financial reserves to fight for that long.  Still, although delayed, justice was not denied.  We are especially gratified that Judge Preska’s detailed analysis presents a “roadmap” of what is demanded to deny the SEC judgment on Section 5 liability.  This was the right result.”

The SEC’s lawsuit was recently resolved with no determinations of fraud, control person liability, Section 5 liability, penalties, penny stock bar or joint and several liability against Magna’s founder.  

SEC v. Magna Equities II, LLC, 433 F.Supp.3d 496 (S.D.N.Y. Jan. 14, 2020); SEC v. Magna Equities II, LLC, No. 1:19-cv-01459 (LAP), 2023 WL 3260032 (S.D.N.Y. May 4, 2023).

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 Represents Siyata Mobile in a $4 Million Public Offering

siyata mobile logo

New York, NY – May 8, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it has represented Siyata Mobile Inc. (Nasdaq: SYTA) (Nasdaq: SYTAW) (“Siyata” or the “Company”), a global developer and vendor of Push-to-Talk over Cellular (PoC) handsets and accessories, in a public offering of $4.0 million of common shares, and/or pre-funded warrants to purchase common shares at a public offering price of $1.30 per share.

​​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.

Sichenzia Ross Ference Carmel LLP Represents INmune Bio Inc. in $9.7 Million Registered Direct Offering

inmunebio logo

Press Release – New York, NY – April 29, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented INmune Bio, Inc. (NASDAQ: INMB), a clinical-stage immunology company focused on developing treatments that harness the patient’s innate immune system to fight disease, in approximately $9.7 million registered direct offering of 986,000 shares of its common stock and warrants to purchase up to an aggregate of 986,000 shares of its common stock. Maxim Group LLC acted as the sole placement agent for the offering

The Sichenzia Ross Ference Carmel LLP team was led by partners Marc J. Ross, Thomas Rose, David Manno, Matt Siracusa and law clerk Soumya Cheedi.

Founding Partner Gregory Sichenzia Discusses the Rubrik IPO with Law360

Press Release – New York, NY – April 29, 2024 – Gregory Sichenzia, founding partner at Sichenzia Ross Ference Carmel LLP, recently spoke with Law360 and was quoted in the resulting article entitled, Rubrik Leads Trio Of IPOs That Buoy Recovering Market. 

Sichenzia noted that AI has improved capital raising prospects for smaller and mid-sized companies, such as the Serve Robotics uplisting that SRFC recently advised on. He is later quoted in the article as saying, “there’s a lot of money on the sidelines because the market (IPO) was quiet for so long. There’s a bigger appetite now.”

Sichenzia Ross Ference Carmel LLP Represents INmune Bio Inc. in $4.8 Million Registered Direct Offering

inmunebio logo

Press Release – New York, NY – April 24, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented INmune Bio, Inc. (NASDAQ: INMB), a clinical-stage immunology company focused on developing treatments that harness the patient’s innate immune system to fight disease, in approximately $4.8 million registered direct offering of its common sale and purchase of 571,592 shares of its common stock  and warrants to  purchase 571,592 shares of its common stock.

The Sichenzia Ross Ference Carmel LLP team was led by partners Marc J. Ross, Thomas Rose, David Manno, Matt Siracusa and associate Soumya Cheedi.

CLIENT ALERT: What you need to know about the FTC’s Historic Ban on Non-competes

Highlights:

  • For-profit, public and non-public employers, existing non-competes with senior executives remain enforceable. Employers must notify all other employees that existing non-competes are unenforceable by the effective date.
  • Employers are prohibited from entering into new non-competes with all employees, including senior executives, after the effective date.
  • The Final Rule becomes effective 120 days after publication in the Federal Register.

Background:

On April 23, 2024, the Federal Trade Commission (“FTC”) issued its Final Rule banning retroactively almost all non-competes nationwide, across all business sectors, most business entity forms and for both public and non-public companies. Acting on an Executive Order issued by the Biden Administration in July 2021, the FTC was tasked to “exercise the FTC’s statutory rulemaking authority under the Federal Trade Commission Act to curtail the unfair use of non-compete clauses and other clauses or agreements that may unfairly limit worker mobility.” The Final Rule will not take legal effect until 120 days from its publication in the Federal Register (“Effective Date”).  Consequently, the Final Rule has no current legal effect on existing non-competes until the Effective Date.

With respect to existing non-competes in contracts, the Final Rules takes two different approaches for “senior executives” and all other employees. Existing non-competes with senior executives remain effective and enforceable. As to all other employees, the Final Rule provides that existing non-competes promote an “unfair method of competition” and are no longer unenforceable. As to the latter, absent good faith, it would be a violation of the Final Rule “to enter into or attempt to enter into a non-compete clause; to enforce or attempt to enforce a non-compete clause; or to represent that the worker is subject to a non-compete clause.”

The Final Rule also provides that, with respect to “senior executives” who enter into contracts containing a non-compete term or clause after the Effective Date, it would also be a violation of the Final Rule to “to enter into or attempt to enter into a non-compete clause; to enforce or attempt to enforce a non-compete clause; or to represent that the worker is subject to a non-compete clause.” The Final Rule prohibits all other employees from entering into non-competes after the Effective Date.

The scope of the Final Rule is unprecedented, but still requires a fact-intensive review for both employers and employees to determine who may or may not be covered by the Final Rule once effective.

The Final Rules defines a “senior executive” to be a worker who:

  • “was in a policy-making position (for any part of the preceding year); and
  • received from a person for the employment:
  • total annual compensation of at least $151,164 in the preceding year[1]; or
  • total compensation of at least $151,164 when annualized if the worker was employed during only part of the preceding year; or
  • total compensation of at least $151,164 when annualized in the preceding year prior to the worker’s departure if the worker departed from employment prior to the preceding year and the worker is subject to a non-compete clause.”

The Final Rules defines a “policy-making position” as follows:

[A] business entity’s president, chief executive officer or the equivalent, any other officer of a business entity who has policy-making authority, or any other natural person who has policy-making authority for the business entity similar to an officer with policy-making authority. The definition of ‘policy-making position’ further states that an officer of a subsidiary or affiliate of a business entity that is part of a common enterprise who has policy-making authority for the common enterprise may be deemed to have a policy-making position for the business entity for purposes of this paragraph.

As used in the definition of “policy-making position,” an “officer” is a “president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any natural person routinely performing corresponding functions with respect to any business entity whether incorporated or unincorporated.” Further, “[t]o account for differences in the way business entities may use and define job titles, the definition includes workers in equivalent roles. By incorporating this definition of ‘officer,’ ‘senior executive’ applies to workers at the highest levels of a business entity.”

Of note, the Final Rule’s “officer” definition is nearly identical to the Securities and Exchange Commission’s definition of “officer” as set forth in its Rule 3b-7.[2]” There are some noteworthy differences. First, the Final Rule’s term “chief executive officer or the equivalent” is intended to be given an expansive (not limiting) interpretation to “to reflect the wider range of businesses with various structures that are subject to the final rule.” Thus, the FTC favors a focus on anticompetitive effects over business formation types. Second, the Final Rule extends to non-public companies, whereas SEC Rule 3b-7 does not. Third, unlike SEC Rule 3b-7, the Final’s Rule’s definition of “policy-making position” does not include the phrase “any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance)” in the definition of “executive officer.” The FTC’s removal of employees who hold the title of vice president from the definition of “executive officer” is intentional. The FTC takes the position that there is a “broader array” of non-public business entity forms that employ “workers who, despite their titles, are among those who are likely to be coerced or exploited by non-competes.” More specifically, “the only group of workers that is likely to have bargained for meaningful compensation in exchange for their non-compete is senior executives who are both highly paid and, as a functional matter, exercise the highest levels of authority in an organization.”

The Final Rule also speaks to employees who may hold a “senior executive” position in a subsidiary or affiliate business that is part of larger “common enterprise.” The Final Rule excludes from the definition of “senior executive” an employee with “policy-making authority over only a subsidiary or affiliate of a common enterprise who do not have policy-making authority over the common enterprise.” In other words, if the employee does not have “policy-making authority with respect to the common enterprise as a whole, not just a segment of it,” the employee will not be treated as a “senior executive” as to whom the Final Rule does not apply. The FTC reasons as follows:

Workers who head a subsidiary or affiliate of a common enterprise are similar to department heads; the senior executives controlling the entire common enterprise control those individual subsidiaries and affiliates. As the Commission has explained, the Commission finds that department heads and other highly paid non-senior executives do not have sufficient bargaining power to avoid exploitation and coercion and are unlikely to have bargained in connection with non-competes.[3]

The Final Rule does not apply to non-competes entered into by a person pursuant to a bona fide sale of a business entity.

In addition, the Final Rule does not apply where a cause of action related to a breach of a non-compete accrued prior to the Effective Date. Thus, it does not apply where an employer commences an action for violation of a non-compete if the alleged breach occurred prior to the Effective Date.

Again, the Final Rule will not take legal effect until 120 days from the publication of the Final Rule in the Federal Register. Consequently, the Final Rule has no current legal effect on existing non-competes until the Effective Date. Once effective, however, employers must provide employees with existing non-competes notice that they are no longer enforceable. The Final Rule includes proposed, model notice language that may be provided to employees on paper, by mail, by email, or by text.

Once the Final Rule is effective, employers or employees may report information on a suspected violation of the Final Rule to the Bureau of Competition. The Final Rule, however, does not itself create a private right of action. Likewise, it does not preempt State statutes, regulations, orders or interpretations thereof, including with respect to State antitrust, consumer protection and common law. The FTC’s position is that States may continue to enforce their own laws so long as such activities do not conflict with the Final Rule (even if the State statutes, regulations, orders or interpretations thereto, are narrower than the scope of the Final Rule).

On April 24, 2024, the United States Chamber of Commerce, together with a coalition of other interests, filed a lawsuit captioned, Chamber of Commerce of the United States of America v. Federal Trade Commission, Case No. 6:24-cv-00148, in the United States District Court for the Eastern District of Texas, Tyler Division. The lawsuit seeks both declaratory and injunctive relief challenging the Final Rule, including the FTC’s position that “individual noncompete agreements [are] ‘unfair methods of competition’ under the FTC Act” and the position that the FTC Act grants the FTC broad rulemaking authority for “unfair methods of competition.”

According to the lawsuit, “Congress has never empowered the Commission with general rulemaking authority regarding matters under its jurisdiction.” The lawsuit also challenges the retroactive rulemaking effect or result of the Final Rule, as not authorized under the FTC Act.

In anticipation of a legal challenge to the Final Rule, the Final Rule also articulates the position of the FTC that, absent a “judicial ruling on the validity” of the Final Rule, compliance is mandatory upon the Effective Date.

Takeaways

For-profit, public and non-public employers covered by the Final Rule should immediately start to review their own hiring and retention policies and procedures, employee handbooks and manuals, contracts and offers in anticipation of a potentially unprecedented change in the employer-employee landscape across all sectors and wherever employers and employees work. Without regard to any delay in the implementation of the Final Rule, in whole or in part, employers and employees should begin preparing for the possibility that non-competes may be prohibited across the United States for all but a small percentage of senior executives.

For more information and guidance on the FTC’s Final Rule relating to non-competes, and its potential impact on your business or your employment, contact Daniel Scott Furst or another member of Sichenzia Ross Ference Carmel’s Business Litigation & Arbitration, Broker-Dealer Regulation and Compliance Groups.

About The Author

daniel scott furst

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 employment and transactional agreements for senior executives across all business sectors, including 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.

[1] “Total annual compensation” is defined to include “salary, commissions, nondiscretionary bonuses and other nondiscretionary compensation earned during that 52-week period. Total annual compensation does not include board, lodging and other facilities as defined in 29 CFR 541.606, and does not include payments for medical insurance, payments for life insurance, contributions to retirement plans and the cost of other similar fringe benefits.”

[2] 17 CFR 240.3b-7 (“The term executive officer, when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy making functions for the registrant.”)

[3] The Final Rule provides that, “[t]o be considered a ‘common enterprise’ for the purposes of defining policy-making authority and policy-making position, the Commission looks beyond legal corporate entities to whether there is a common enterprise of ‘integrated business entities.’ This means that the various components of the common enterprise have, for example, one or more of the following characteristics: maintain officers, directors, and workers in common; operate under common control; share offices; commingle funds; and share advertising and marketing.”

 

Sichenzia Ross Ference Carmel LLP Represents Alternus Clean Energy, Inc. in a $2.16 Million Private Placement

New York, NY – April 24, 2024 – Sichenzia Ross Ference Carmel LLP announced that it has represented Alternus Clean Energy, Inc. (NASDAQ: ALCE) (“Alternus” or the “Company”), a transatlantic clean energy independent power producer, in the closing of a $2.16 million private placement of convertible notes and warrants. 

The investment is in the form of a Senior Unsecured Original Issue 8% Discount Convertible Note, resulting in proceeds before expenses to Alternus of $2.0 million.

Maxim Group LLC acted as the exclusive placement agent for the private placement.

The SRFC team was led by partners Ross Carmel, Jeff Wofford and associate Mohit Agrawal.

Sichenzia Ross Ference Carmel LLP Represents Genetic Technologies Limited in a $2 Million Registered Direct Offering and Concurrent Private Placement

genetic technologies logo

New York, NY – April 22, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Genetic Technologies Limited (ASX:GTG; NASDAQ:GENE, “Company”) in a $2 million registered direct offering and private placement.

The Company issued an aggregate of 1,000,000 American Depositary Shares (“ADSs”) (or ADS equivalents in lieu thereof), each representing 30 ordinary shares of the Company, at an offering price of $2.00 per ADS. In addition, the Company has issued unregistered warrants to purchase up to 1,000,000 ADSs. The warrants have an exercise price of $2.00 per ADS, are exercisable upon issuance and will expire five years following issuance.

The Sichenzia Ross Ference Carmel LLP team was led by partners Darrin M. Ocasio and Avital Perlman and associate Mayank Pradhan.

Sichenzia Ross Ference Carmel LLP Represents Craft Capital Management LLC and R.F. Lafferty & Co. in a $4.2 Million Initial Public Offering and Nasdaq Listing of Mingteng International Corporation

New York, NY – April 22, 2024 – Sichenzia Ross Ference Carmel LLP (SRFC) today announced that it represented Craft Capital Management LLC and R.F. Lafferty & Co. in an initial public offering of Mingteng International Corporation Inc. (the “Company” or “Mingteng International”), an automotive mold developer and supplier in China. The pricing of its initial public offering includes 1,275,000 ordinary shares, 1,050,000 of which are being offered by the Company and 225,000 by a selling shareholder, at a public offering price of US$4.00 per ordinary share. The ordinary shares have been approved for listing on the Nasdaq Capital Market. 

The SRFC team was led by partners Ross Carmel, Phil Magri and associate Tong Wu. 

Sichenzia Ross Ference Carmel LLP Represents EF Hutton LLC in a $2 Million Common Stock Offering of NRx Pharmaceuticals, Inc.

NRx Pharmaceuticals

New York, NY – April 22, 2024 – Sichenzia Ross Ference Carmel LLP (SRFC) announced that it represented EF Hutton LLC as the sole book-runner in a public offering of NRx Pharmaceuticals, Inc. (“NRx Pharmaceuticals” or the “Company”), a clinical-stage biopharmaceutical company. The pricing of its underwritten public offering of shares of its common stock are at a public offering price of $3.30 per share, for aggregate gross proceeds of approximately $2.0 million, prior to deducting underwriting discounts and other offering expenses.

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

Sichenzia Ross Ference Carmel LLP Represents Aegis Capital Corp. in $40 Million Common Stock Offering and Nasdaq Uplisting of Serve Robotics Inc.

Serve Robotics Inc.

New York, NY – April 22, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Aegis Capital Corp, as the sole book-running manager in a common stock offering and uplisting to Nasdaq of Serve Robotics Inc., a leading autonomous sidewalk delivery company. The offering consisted of 10,000,000 shares of common stock at a price to the public of $4.00 per share, for aggregate gross proceeds of $40 million, prior to deducting underwriting discounts and offering expenses. The offering includes the participation of one of Serve’s largest stockholders and strategic partners, Postmates, LLC, a wholly-owned subsidiary of Uber Technologies Inc (NYSE: UBER).

The SRFC team was led by partners Gregory Sichenzia, Barret DiPaolo, Matthew Siracusa and associate Benjamin Sklar.

Sichenzia Ross Ference Carmel LLP Represents Safety Shot, Inc. in a $5 Million Private Placement

SRFC represented Safety Shot, Inc.

Press Release – New York, NY – April 16, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Safety Shot, Inc. (Nasdaq: SHOT), the first patented beverage on Earth that helps people feel better faster by reducing blood alcohol content and boosting clarity, in a $5,000,000 private placement from the issuance of 2,369,668 shares at a price of $2.11 per share.

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Arthur Marcus, and associate Mayank Pradhan.

Sichenzia Ross Ference Carmel LLP Represents A2Z Smart Technologies Corp. in $3.3 Million Registered Direct Offering and $2.4 Million Private Placement 

Press Release – New York, NY – April 3,  2024 –Sichenzia Ross Ference Carmel LLP announced today that it represented A2Z Smart Technologies Corp. (the “Company”), (NASDAQ: AZ)(TSXV: AZ), a global leader of advanced proved-in-use smart cart solutions, in the Company’s $3.3 million registered direct offering and $2.4 million private placements. 

The Company issued an aggregate of 9,480,500 common shares in the registered direct offering. In addition, the Company has entered into binding agreements with certain investors to issue 6,842,857 common shares in a private placement at a purchase price of $0.35 per share, for gross proceeds of approximately $2.4 million. The private placement is expected to close within 60 days, subject to satisfaction of closing conditions.

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

Sichenzia Ross Ference Carmel LLP Represents Applied UV, Inc. in a $2.76 Million Registered Direct Offering and Concurrent Private Placement

New York, NY – March 29, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it has represented Applied UV, Inc., (NASDAQ: AUVI; AUVIP) (“Applied UV” or the “Company”) in a $2.76 million registered direct and private placement priced at the market under Nasdaq rules.

The transactions are expected to close on or about April 1, 2024.

As a global leading provider of advanced food security, Applied UV is focused on the development and acquisition of technologies that address infection prevention in the healthcare, hospitality, commercial and municipal markets.

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

Sichenzia Ross Ference Carmel LLP Represents Verb Technology Company, Inc. in a $9,010,000 At-the-Market (ATM) Offering

Verb Technology Company, Inc.

Press Release – New York, NY –March 29, 2024 – Sichenzia Ross Ference Carmel LLP represented Verb Technology Company, Inc. (NASDAQ: VERB) (“Verb Technology” or the “Company”), in the offering of $9,010,000 shares of the Company pursuant to an At-The Market Issuance Sales Agreement between Ascendiant Capital Markets, LLC, as sales agent, and the Company, as amended. The shares are being offered and sold pursuant to the Company’s registration statement on Form S-3, including the accompanying base prospectus, and a prospectus supplement, as subsequently supplemented.

Verb Technology is a company focused on interactive video-based sales applications. The Company’s MARKET.live, is a popular livestream social shopping platform. 

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

Sichenzia Ross Ference Carmel LLP’s Litigation Partner Owen Kloter Obtains Victory In Federal Court Under Doctrine Of Abstention In $2.1 Million Estate Litigation Claim

New York, NY – March 27, 2024 – Sichenzia Ross Ference Carmel LLP Litigation Partner Owen Kloter obtained a victory for the Firm’s clients in the Southern District of New York under the rarely-invoked Federal Court doctrine of abstention in Conrad v. Fisher et al., a dispute concerning $2.1 million in real estate proceeds relating to an ongoing will and trust contest in the New York County Surrogate’s Court, In re. Will of McDearmon.

The Firm’s clients, a married couple, were the primary beneficiaries under a decedent’s will. They had filed objections to the probate of decedent’s alleged subsequent will in the New York County Surrogate’s Court in June 2021, and later, a petition to invalidate a trust allegedly created by the decedent, both of which would disinherit them if validated. While these disputes and others were proceeding in the Surrogate’s Court, the decedent’s estate sold his Manhattan cooperative apartment to a purchaser for approximately $2.1 million. In July 2021, the parties to the Surrogate’s Court litigation stipulated that the co-op sale proceeds would be held in escrow pending resolution of the various disputes before the Surrogate’s Court, with 50% being held by each party’s attorney.

Despite the existence of the stipulation, the trustee of the alleged trust filed a separate lawsuit in the Southern District of New York in December 2022, alleging claims of conversion and unjust enrichment against the Firm’s clients and seeking a declaratory judgment that the Trust was entitled to possession of all of the co-op sale proceeds; in essence seeking to outmaneuver the pending determinations, and the protections afforded to the defendants, by the Surrogate’s Court with respect to the alleged will and trust.

Although the Southern District determined that it had subject matter jurisdiction to consider the Trustee’s claims, in deciding the defendants’ motion to dismiss, the Court agreed with the defendants’ arguments and refused to exercise that jurisdiction, invoking the rarely-applied Supreme Court doctrine of abstention set forth in Colorado River Water Conservation District v. United States, 424 U.S. 800 (1976). The Southern District’s opinion found that “[t]he questions of state law, the Surrogate’s Court’s ability to protect the parties’ rights, and the risk of piecemeal litigation with inconsistent outcomes, all weigh in favor of this Court abstaining in favor of the Surrogate’s Court proceedings”, and stayed the federal case pending the Surrogate’s determination of the various disputed issues in the ongoing will and trust contest.

Owen Kloter is a partner in Sichenzia Ross Ference Carmel’s Business Litigation & Arbitration Group. He litigates general commercial litigation matters, broker-dealer and insurance broker claims, trust and estate disputes, and real estate disputes, principally in New York, New Jersey, and Connecticut.

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 Represents Verb Technology Company, Inc. in a $6.6 Million Regulation A Offering of Common Stock of its Common Stock under Regulation A 

Verb Technology Company, Inc.

Press Release – New York, NY –March 26, 2024 – Sichenzia Ross Ference Carmel LLP represented Verb Technology Company, Inc. (NASDAQ: VERB) (“Verb Technology” or the “Company”), in an offering of shares of its common stock (the “Shares”) for aggregate gross proceeds of approximately $6.6 million. The shares were offered at-the-market under Nasdaq rules and pursuant to the Company’s Form 1-A. The Shares were placed through the efforts of the Company’s Chief Executive Officer, Rory Cutaia. The Company did not pay any commissions in connection with the sale of the Shares.

Verb Technology is a company focused on interactive video-based sales applications. The Company’s MARKET.live, is a popular livestream social shopping platform

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

Sichenzia Ross Ference Carmel LLP Represents EF Hutton in $2 Million Public Offering of AppTech Payments Corp. 

apptech payments corp logo

Press Release – New York, NY – March 26, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented EF Hutton as underwriter in the public offering of AppTech Payments Corp., a pioneering fintech company powering frictionless commerce. The offering consisted of 2,000,000 shares of its common stock at a public offering price of $1.00 per share for aggregate gross proceeds of approximately $2.0 million, 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 300,000 shares of common stock at the public offering price per share, less the underwriting discounts to cover over-allotments, if any.

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

Sichenzia Ross Ference Carmel LLP Represents Beyond Air in $16.0 Million Registered Direct Offering

beyond air logo

Press Release – New York, NY – March 22, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Beyond Air, Inc. (NASDAQ: “XAIR”), a clinical-stage medical device and biopharmaceutical company focused on developing inhaled Nitric Oxide (NO) for the treatment of patients with respiratory conditions, in a securities purchase agreement whereby the investors have agreed to purchase 9,638,556 shares of the Company’s common stock and warrants to purchase up to an aggregate of 9,638,556 shares of common stock at a purchase price of $1.66 per share and accompanying warrant in a registered direct offering priced at-the-market under Nasdaq rules. 

Roth Capital Partners and Laidlaw & Company (UK) Ltd. acted as co-placement agents for the offering.

The securities in the offering described above are being offered by the Company pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-262311) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective on February 1, 2022

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

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

shiftpixy logo

Press Release – New York, NY – March 22, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented ShiftPixy, Inc. (NASDAQ: PIXY), a Florida-based national staffing enterprise, in a $5.0 million public offering. The offering consisted of 590,000 shares of common stock, pre-funded warrants to purchase up to 586,470 shares of common stock, and common warrants to purchase up to 1,176,470 shares of common stock. The offering price was $4.25 per share and accompanying common warrant, or $4.2499 per pre-funded warrant and accompanying common warrant. The company received gross proceeds of approximately $5.0 million, before deducting 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 Carmel LLP team was led by partners Gregory Sichenzia and Jeff Cahlon and associate Christian Lichtenberger.

Sichenzia Ross Ference Carmel LLP Represents Aegis Capital Corp. in $6 Million Public Offering of C3is Inc.

Press Release – New York, NY – March 20th, 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 120,000,000 Units, each containing one share of common stock or Pre-Funded Warrant. The above offering resulted in gross proceeds to the Company of approximately $6.0 million, before deducting underwriting discounts and other estimated expenses payable by the Company. 

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 SichenziaDarrin M. Ocasio, and Jeff Cahlon, and associate Christian Lichtenberger.

Partner Ross Carmel Quoted in Law360 about Reddit’s Upcoming IPO

Press Release – New York, NY – March 20, 2024 – Ross Carmel, partner at Sichenzia Ross Ference Carmel LLP, was quoted in a recent article published by Law360 entitled, 4 Things To Watch In Reddit’s Coming IPO

Ross’ insights shed light on the shifting landscape of tech IPOs, particularly addressing the cautious investor sentiment reflected in Reddit’s valuation adjustments. His expertise highlights the broader implications for venture-backed technology startups navigating post-boom market realities, making this an insightful piece for anyone interested in the dynamics of initial public offerings and the evolving tech sector.

Carmel Law360

Sichenzia Ross Ference Carmel LLP Represents Worksport Ltd. in $2.8 Million Public Offering

Press Release – New York, NY – March 19, 2024 – Sichenzia Ross Ference Carmel LLP represented Worksport Ltd. – a Company that through its subsidiaries designs, develops, manufactures, and owns the intellectual property on a variety of tonneau covers, solar integrations, and NP (Non-Parasitic), Hydrogen-based true green energy solutions for the sustainable, clean energy, and automotive industries – in a registered direct offering and concurrent private placement.

The offering consisted of 3,850,132 shares of common stock (or pre-funded warrants to purchase shares of common stock 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 7,700,264 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 $0.74, priced at-the-market under Nasdaq rules.

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

Sichenzia Ross Ference Carmel LLP Represents Nature’s Miracle, Inc. in Business Combination with Lakeshore Acquisition II Corp.

Nature's Miracle

Press Release – New York, NY – March 15, 2024 – Sichenzia Ross Ference Carmel LLP announced today that it represented Nature’s Miracle, Inc. (NASDAQ: NMHI) (“Nature’s Miracle” or the “Company”) as special securities counsel in the successful completion of its previously announced business combination with Lackeshore Acquisition II Corp. The combined public company has been renamed “Nature’s Miracle Holding Inc.” The common stock of the combined company began trading on the Nasdaq Global Market on March 11, 2024, under the ticker symbol “NMHI” and the Company’s warrants began trading on the Nasdaq Capital Market on March 11, 2024, under the ticker symbol “HMHIw”. Nature’s Miracle is a growing Controlled Environment Agriculture (CEA) technology company. 

Partner David Manno commented, “We congratulate Nature’s Miracle 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 associate Mayank Pradhan.

 

Nature's Miracle Bell Ringing

Sichenzia Ross Ference Carmel LLP Represents WallachBeth Capital in a $2.5 Million Public Offering

bio affinity

Press Release – New York, NY – March 11, 2024 – Sichenzia Ross Ference Carmel LLP represented WallachBeth Capital in a registered direct offering and concurrent private placement of bioAffinity Technologies, a company addressing the need for noninvasive diagnosis of early-stage cancer and diseases of the lung and broad-spectrum cancer treatments. WallachBeth Capital acted as sole placement agent for the Offering. 

The offering consisted of 1,600,000 shares of common stock in a registered direct offering and common warrants to purchase up to 1,600,000 shares of common stock in a concurrent private placement (together with the registered direct offering) at a combined purchase price of $1.5625 per common share. The common warrants issued pursuant to the concurrent private placement will have an exercise price of $1.64 per share.

The Sichenzia Ross Ference Carmel LLP team was led by partners Ross Carmel and Jeffrey Wofford, as well as law clerk Soumya Cheedi

Sichenzia Ross Ference Carmel LLP Represents ThinkEquity LLC and Laidlaw & Company (UK) Ltd. in a $2.1 Million underwritten Public Offering

Oragenics Inc.

Press Release – New York, NY –March 1, 2024 – Sichenzia Ross Ference Carmel LLP represented ThinkEquity LLC and Laidlaw & Company (UK) Ltd. in an underwritten public offering of Oragenics Inc. (NYSE American: OGEN), a company focused on developing unique, intranasal nanoparticle pharmaceuticals for the treatment of neurological disorders. The offering consisted of 1,400,000 shares of common stock at $1.50 per share for aggregate gross proceeds of approximately $2,100,000, prior to deducting underwriting discounts and other offering expenses. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 210,000 shares of common stock. The offering closed on March 1, 2024.

The Sichenzia Ross Ference Carmel LLP team was led by partners Gregory Sichenzia, Marcelle S. Balcombe, Jeff Cahlon and Senior Paralegal, Raquel Vasquez

Founding Partner Gregory Sichenzia Quoted in TechTarget on Elon Musk Suing OpenAI for Breach of Contract

Press Release – New York, NY – March 4, 2024 – Gregory Sichenzia, founding partner of Sichenzia Ross Ference Carmel LLP, was quoted in a recent piece published by TechTarget entitled, Elon Musk sues Sam Altman, OpenAI for breach of contract.

Greg is quoted multiple times throughout the article, asserting that while he can’t predict the outcome of the lawsuit, it’s entirely likely a court will hear it. He adds:

“For OpenAI to be coopted by Microsoft might be a very dangerous thing for everybody,” he said. “That’s what Elon Musk is saying. If you get a judge or a court that was sympathetic to that, I think they may hear it.”

Founding Partner Gregory Sichenzia Quoted in US News and World Report Article on the IPO Market

Press Release – New York, NY – March 1, 2024 – Gregory Sichenzia, founding partner of Sichenzia Ross Ference Carmel LLP, was quoted in a recent piece published by US News and World Report entitled, 7 Recent and Upcoming IPOs to Watch in 2024.

Greg is the first expert source quoted in the article, and answered the following when asked to describe the most important factor facing the IPO market today:

“The biggest factors facing the IPO market right now are interest rates and the success of the slew of IPOs planned for the first quarter of 2024,” says Gregory Sichenzia, founding partner at Sichenzia Ross Ference Carmel, a New York City-based securities law firm. “While it’s taken the Fed longer to start slashing interest rates (than) expected, the general consensus is still that the economy is very good and that interest rates will fall sooner rather than later.”

Sichenzia Ross Ference Carmel in US News and World Report

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Media contact:
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srfc@fischtankpr.com

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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.

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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.

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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.

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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.

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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.

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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.

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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. 

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