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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

applied uv inc. logo

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

digital diagnostics logo

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.

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

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Press Release – New York, NY – October 17, 2023 – Sichenzia Ross Ference Carmel LLP announced today that it represented Aegis Capital Corp., acting as the exclusive placement agent, in a private placement of the securities of SciSparc Ltd. (Nasdaq: SPRC), a specialty, clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system. The transaction was made pursuant to a Securities Purchase Agreement and a Registration Rights Agreement with an institutional investor for aggregate gross proceeds of $5,026,000. 

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

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

Splash Beverage Acquisition

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

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

 

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

omniq logo

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

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

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

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

shiftpixy logo

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

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

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

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

datasea inc. logo

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

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

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

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

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

 

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

larosa holdings

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

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

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

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

Sharps Technology inc.

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

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

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

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

lexaria bioscience logo

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

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

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

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

SRFC logo

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

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

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

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

About Sichenzia Ross Ference Carmel LLP

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

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

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

adult alliance

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

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

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

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

grom social logo
New York, NY, Sept. 08, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented EF Hutton in the public offering of Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and approximately 54,000 pre-funded units (the “Pre-Funded Units”) at a price to the public of $2.999 per Pre-Funded Unit. Each Unit consists of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock (the Series A and Series B warrants together the “Warrants”). The Warrants will have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and will expire five (5) years following the date of issuance. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”), one Series A Warrant and one Series B Warrant, identical to the Warrants in the Unit. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The closing of the offering is expected to occur on or about September 12, 2023, subject to the satisfaction of customary closing conditions.
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as the sole book running manager for the offering. Lucosky Brookman LLP is acting as legal counsel to the Company and Carmel, Milazzo & Feil LLP is acting as legal counsel to EF Hutton.
The gross proceeds to the Company from the offering are expected to be approximately $3.0 million, before deducting underwriter fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include acquisitions, research and development of original content and technology, strategic partnerships, and for working capital, capital expenditures, and other general corporate purposes.
The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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

Murphy Canyon

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

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

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

biotricity logo

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

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

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

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

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

datasea inc. logo

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

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

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

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

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

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

super league logo

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

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

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

The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.

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

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

SRFC logo

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

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

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

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

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

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

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

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

About Sichenzia Ross Ference Carmel LLP

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

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

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

alpha cognition logo

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

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

srm entertainment logo

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

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

EF Hutton acted as the sole underwriter.

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

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

neuraxis logo

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

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

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

Advisor Details

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

The securities described above are being offered by NeurAxis pursuant to a registration statement on Form S-1, as amended (File No. 333-269179) that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2023. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital L.P., 10 Drs James Parker Boulevard #202, Red Bank, NJ 07701, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.

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

About NeurAxis, Inc.

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

Forward-Looking Statements

This press release includes statements that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Specific forward-looking statements in this press release include, among others, statements regarding the expected trading of our shares on The NYSE American, the expected closing of the offering, and the intended use of the net proceeds of the offering. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially and adversely from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and NeurAxis does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

CMF Represents EF Hutton In $5 Million Initial Public Offering Of LQR House Inc. To Nasdaq

lqr house

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

The Company expects to receive aggregate gross proceeds of $5,000,000 from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 150,000 shares of Common Stock at the public offering price, less the underwriting discounts. The Offering is expected to close on August 11, 2023, subject to satisfaction of customary closing conditions.

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

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

A registration statement on Form S-1 relating to the Offering, as amended, was filed with the Securities and Exchange Commission (the “SEC”) (File Number: 333-272660) and was declared effective by the SEC on August 9, 2023. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering, when available, may be obtained from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

About LQR House Inc.

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

 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.

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

scisparc logo

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

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

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

1847 holdings company

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

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

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

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

About 1847 Holdings LLC

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

For the latest insights, follow 1847 on Twitter.

Forward-Looking Statements

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

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

The Power 1 Energy Company

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

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

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

1847 holdings company

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

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

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

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

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

About 1847 Holdings LLC

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

For the latest insights, follow 1847 on Twitter.

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

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

siyata mobile logo

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

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

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

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

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

About Siyata Mobile

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

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

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

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

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

Forward Looking Statements

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

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

60 degrees pharmaceuticals logo

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

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

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

WallachBeth Capital LLC is the Sole Bookrunner for the offering.

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

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

About 60 Degrees Pharmaceuticals, Inc.

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

Forward-Looking Statements

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

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

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

1847 holdings company

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

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

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

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

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

About 1847 Holdings

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

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: EFSH@crescendo-ir.com

Forward Looking Statements

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

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

cel sci

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

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

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

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

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

About CEL-SCI Corporation

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

Forward-Looking Statements

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

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

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

janover inc. logo

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

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

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

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

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

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

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

About Janover Inc.

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

Forward-Looking Statements

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

 

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

shiftpixy logo

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

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

cyngn logo

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

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

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

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

verb technologies logo

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

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

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

bukit jalil global acquisitions logo

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

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

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

tenon medical logo

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

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

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

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

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

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

About Tenon Medical, Inc.

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

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

Safe Harbor

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

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

applied uv inc. logo

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

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

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

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

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

About Applied UV

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

Forward-Looking Statements

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

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

toughbuilt logo

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

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

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

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

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

ABOUT TOUGHBUILT INDUSTRIES, INC.

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

FORWARD-LOOKING STATEMENTS

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

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

siyata mobile logo

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

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

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

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

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

About Siyata Mobile

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

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

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

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

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

Forward Looking Statements

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

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

a2z logo

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

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

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

forza x1 logo

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

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

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

jupiter wellness

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

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

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

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

Auth ID inc. logo

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

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

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

scisparc logo

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

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

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

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

assure neuromonitoring logo

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

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

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

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

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

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

About Assure Holdings

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

Forward-Looking Statements

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

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

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

brightgreen corp. logo

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

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

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

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

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

About Bright Green

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

Cautionary Note Regarding Forward-Looking Statements:

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

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

sunshine biopharma

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

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

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

lexaria bioscience logo

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

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

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

Sichenzia Ross Ference LLP Names Owen A. Kloter as Partner

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

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

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

Sichenzia Ross Ference LLP

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

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

zynexmedical logo

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

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

 

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

Wang & Lee Group, Inc.

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

Boustead Securities, LLC acted as the underwriter.

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

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

cel sci

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

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

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

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

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

About CEL-SCI Corporation

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

Forward-Looking Statements

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

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

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

VCI global limited logo

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

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

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

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

AiAdvertising logo

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

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

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

millennium group international holdings ltd

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

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

multi ways holdings limited logo

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

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

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

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

American Battery Technology Company logo

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

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

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

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

VCI global limited logo

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

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

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

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

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

About VCI Global Limited

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

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

Cautionary Note Regarding Forward-Looking Statements

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

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

addvantage logo

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

Cautionary Note Regarding Forward-Looking Statements

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

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

ohmyhome limited logo

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

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

Sichenzia Ross Ference LLP Team Featured in China Business Law Journal

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

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

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

 

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

alpha cognition logo

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

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

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

EzFill Logo

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

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

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

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

treasure global logo
NEW YORK, NEW YORK, March 01, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Treasure Global Inc (NASDAQ: TGL) (“TGI”, or the “Company”), an innovative e-commerce platform providing seamless technology enabled solutions for lifestyle needs, in an unsecured convertible debt facility of up to $5.5 million, to be drawn in tranches. The Company plans to use the initial $2.0 million drawdown received upon closing to continue the development of innovative new products and solutions, in addition to working capital and general corporate purposes.
“We are pleased to reach an agreement for financing of up to $5.5 million, to provide TGI with additional runway to continue the development of our pipeline of innovative technology offerings for lifestyle needs,” said Sam Teo, Chief Executive Officer of TGI. “The additional capital will provide TGI with greater financial flexibility as we remain focused on increasing user engagement and enhancing our product offerings to generate revenue with improved margins.”
Under the terms of the agreement, TGI will issue and sell to a single institutional investor convertible debentures in the principal amount of up to $5.5 million, which shall be convertible into shares of the Company’s common stock, par value $0.00001 per share. Upon the initial closing, a convertible debenture with a face amount of $2.0 million shall be purchased and a convertible debenture with a face amount of $3.5 million shall be purchased on or about the date the registration statement has been declared effective by the U.S. Securities and Exchange Commission (“SEC”) and other closing conditions have been met, at a purchase price equal to 92% of their respective face amounts.
EF Hutton, division of Benchmark Investments, LLC, acted as exclusive placement agent for the offering.
About Treasure Global Inc
Treasure Global Inc (“TGI”) is an innovative Malaysian e-commerce platform providing seamless technology enabled solutions for lifestyle needs with instant rebates and affiliate cashback programs. On a mission to bring together the worlds of online e-commerce and offline physical retailers, TGI is developing a portfolio of leading digital platforms for use throughout Southeast Asia (“SEA”) and Japan. In June 2020, TGI launched its proprietary product, the ZCITY App, a unique digital ecosystem that transforms and simplifies the e-payment experience for consumers, while simultaneously allowing them to earn rewards. In the ZCITY ecosystem, users can utilize TAZTE, a revenue generating digital F&B management system providing merchants with a one-stop touchless management and automated solution to digitalize their businesses. As of December 31, 2022, ZCITY had over 2,300,000 registered users.
For more information, please visit https://treasureglobal.co/.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. These forward-looking statements cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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

shiftpixy logo

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

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

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

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

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

ETAO International Group

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

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

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

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

NFTG logo

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

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

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

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

BullFrogAI logo

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

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

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

Processa Pharmaceuticals logo

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

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

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

staffing solutuons logo

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

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

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

E-Home Household Service Holdings Limited logo

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

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

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

Alset Inc. logo

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

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

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

genetic technologies logo

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

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

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

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

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

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

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

Sharps Technology inc.

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

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

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

Cetus acquisition corp logo

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

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

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

nemaura medical logo

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

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

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

apptech payments corp logo

CARLSBAD, Calif., Feb. 02, 2023 — AppTech Payments Corp. (Nasdaq: APCX) (the “Company” or “AppTech”), an innovative Fintech company powering seamless, omni-channel commerce between businesses and consumers, today announced the closing of its previously announced $5.0 million registered direct offering (the “Registered Direct Offering”) with a single institutional investor to sell 1,666,667 shares of its common stock (the “Shares”) and warrants to purchase up to 1,666,667 shares (the “Warrants”) in a concurrent private placement (the “Private Placement”). The combined purchase price for one Share and one Warrant was $3.00. Each of the Warrants will have an exercise price of $4.64 per share of common stock and are exercisable on and after August 1, 2023. The Warrants will expire five years from the date on which they become exercisable. The aggregate gross proceeds from the Registered Direct Offering and the concurrent Private Placement were approximately $5.0 million before deducting placement agent fees and other estimated offering expenses.

AppTech intends to use the net proceeds from this offering and its existing cash for general corporate purposes, including integrating Commerse™ platform clients, acquisition capital, retiring all loan forbearance agreements, and working capital.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) acted as the exclusive placement agent for the offering.

Nelson Mullins Riley & Scarborough LLP acted as legal counsel to AppTech and Carmel, Milazzo & Feil LLP acted as legal counsel to EF Hutton.

The Shares are being offered pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-265526) previously filed on June 10, 2022 and declared effective by the Securities and Exchange Commission (“SEC”) on July 15, 2022. The offering of the Shares was made only by means of a prospectus supplement that forms a part of the registration statement. The Warrants issued in the Private Placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

A prospectus supplement describing the terms of the Registered Direct Offering and a Form 8-K relating to the Registered Direct Offering were filed by AppTech with the SEC and are available on the SEC’s website at http://www.sec.gov. An electronic copy of the prospectus supplement is available by contacting EF Hutton, division of Benchmark Investments, LLC, Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email atsyndicate@efhuttongroup.com, or by telephone at (212) 404-7002.

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

About AppTech Payments Corp.

AppTech Payments Corp. (NASDAQ: APCX) is an innovative Fintech company whose mission is to deliver a better way for businesses to provide their customers with customizable, immersive commerce experiences. Commerse™, its all-new, patent-backed technology platform powering seamless omni-channel Commerce Experiences-as-a-Service (CXS), drives highly secure, scalable, cross-border digital banking, text-to-pay, and merchant services altogether from a single, unified stack designed to increase operational efficiencies and growth for businesses while providing the economic convenience their customers demand from today’s commerce experiences. For more information, visit apptechcorp.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

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

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New York, NY, Feb. 14, 2023/ — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that BullFrog AI Holdings, Inc. (NASDAQ: BFRG) (“BullFrog AI” or the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine priced its initial public offering of 1,297,318 units at a price of $6.50 per unit for a total of $8.4 million of gross proceeds to the Company before deducting underwriting discounts and commissions and other estimated offering expenses.

Each unit consists of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $7.80 per share, and one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $8.125. The shares and Tradeable Warrants are expected to begin trading on the Nasdaq Capital Market on February 14, 2023, under the symbol “BFRG” and “BFRGW”, respectively. The offering is expected to close on or about February 16, 2023, subject to customary closing conditions.

The underwriters have been granted an option, exercisable within 45-days after the closing of this offering, to purchase shares of the Company’s common stock at a price of $6.48 per share and/or Tradeable Warrants at a price of $0.01 per Tradeable Warrant, and/or Non-tradeable Warrants at $0.01 per Non-tradeable Warrant, or any combination of additional shares of common stock and Warrants representing, in the aggregate, up to 15% of the number of Units sold in this offering, in all cases less the underwriting discount.

WallachBeth Capital, LLC and Kingswood , a division of Kingswood Capital Partners, LLC are Joint Bookrunners and Co- Underwriters for the Offering.

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

A registration statement on Form S-1 (File No. 333-267951) relating to these securities was filed with the Securities and Exchange Commission and was declared effective on February 13, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bullfrog AI:

BullFrog AI is a digital technology company using machine learning to usher in a new era of precision medicine. Through its collaborations with leading research institutions, including Johns Hopkins University, and others, BullFrog AI is at the forefront of AI-driven drug development. Using its proprietary bfLEAP™ Artificial Intelligence platform, BullFrog AI aims to enable the successful development of pharmaceuticals and biologics by predicting which patients will respond to therapies in development. BullFrog AI is deploying bfLEAP™ for use at several critical stages of development with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may have otherwise not received the therapies they need.

About WallachBeth Capital LLC

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

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

Forward-Looking Statements

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

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

verbal technology logo

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

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

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

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

jupiter wellness

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

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

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

horizon space logo

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

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

mgo global logo

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

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

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

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

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

About MGO Global Inc.

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

Cautionary Note Regarding Forward-Looking Statements

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