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Sichenzia Ross Ference Carmel LLP represents EF Hutton as LQR House Inc. announces $5.4 Million Public Offering

lqr house

Press Release – New York, NY – October 13, 2023LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:LQR), today announced the pricing of a public offering of 28,421,053 shares of common stock, par value $ 0.0001 per share at a public offering price of $0.19 per share, for aggregate gross proceeds of approximately $5.4 million, prior to deducting underwriting discounts and other offering expenses. The offering is expected to close on October 16, 2023, subject to 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. Nauth LPC is acting as legal counsel to the Company and Sichenzia Ross Ference Carmel LLP is acting as legal counsel to EF Hutton.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-274903), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on October 12, 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.

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.

Safe Harbor Statement

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.

Investor and Media Contact:

info@lqrhouse.com

SOURCE: LQR House Inc.

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

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

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

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

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

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.

Understanding the Differences Between NQSOs and ISOs: A Guide for Companies

Stock option plans can be a valuable tool for companies to attract and retain talented employees, consultants, and other non-employee service providers. When implementing a stock option plan, it is important to understand the differences between Non-Qualified Stock Options (NQSOs) and Incentive Stock Options (ISOs) to determine which option is best suited for your company’s needs.

Here is a chart summarizing the differences between NQSOs and ISOs:


NQSOs

ISOs


Eligibility

Employees, consultants, and other non-employee service providers

Employees of the company granting the options


Tax Consequences

Bargain element (exercise price – fair market value) is taxed as ordinary income at time of exercise. Subsequent gain or loss is subject to capital gains tax when sold.

No tax due at exercise. Bargain element is subject to AMT at exercise. Subsequent gain is taxed at lower long-term capital gains rate if held for at least two years after grant date and one year after exercise date.


Value

Typically lower potential value due to less favorable tax consequences

Potentially higher value due to tax benefits associated with holding periods


Pricing

Exercise price must be at least equal to fair market value on grant date

Exercise price must be at least equal to fair market value on grant date


Exercise Period

Up to 10 years from the grant date

Up to 10 years from the grant date


Annual Limitations

None

$100,000 per year per employee


Mechanics of Exercising

Employee pays exercise price in cash or using shares of stock. Subsequent gain or loss is subject to capital gains tax.

Employee pays exercise price in cash or using shares of stock. Subsequent gain or loss treated as ordinary income or long-term capital gain or loss depending on holding period.

As you can see, there are key differences between NQSOs and ISOs in terms of eligibility, tax consequences, value, pricing, exercise periods, annual limitations, and mechanics of exercising.

NQSOs can be granted to a wider range of individuals, including employees, consultants, and other non-employee service providers. However, the tax consequences associated with NQSOs are less favorable than those associated with ISOs. The bargain element (the difference between the exercise price and the fair market value of the stock at the time of exercise) is taxed as ordinary income at the time of exercise, and any subsequent gain or loss on the stock is subject to capital gains tax when sold.

ISOs, on the other hand, are only available to employees of the company granting the options. However, there is no tax due when the options are exercised, and if held for at least two years after the grant date and one year after the exercise date, any subsequent gain will be taxed at the lower long-term capital gains rate. ISOs have a maximum annual limitation of $100,000 per employee, and must be exercised within 10 years of the grant date. It is important to note that ISOs have specific holding period requirements that must be met to receive the favorable tax treatment. If these requirements are not met, the employee may be subject to additional taxes.

The mechanics of exercising NQSOs and ISOs are similar. The employee must pay the exercise price in cash or by using shares of stock they already own. Once exercised, any subsequent gain or loss.

In conclusion, stock option plans can be a powerful tool for companies to attract and retain talented individuals. When considering implementing a stock option plan, it is important to understand the differences between NQSOs and ISOs to determine which option is best suited for your company’s needs.

While NQSOs may be more flexible in terms of eligibility and pricing, they come with less favorable tax consequences. ISOs are only available to employees of the company, but offer potential tax benefits if certain holding period requirements are met. It is important to consult with a tax professional or legal advisor before implementing a stock option plan to ensure compliance with applicable laws and regulations.

By understanding the differences between NQSOs and ISOs, companies can tailor their stock option plans to meet their unique needs and goals.

What Is a 424(b) Filing and Why Is It Important?

If your company is planning to go public or conduct a securities offering in the United States, you’ll need to file a 424(b) prospectus with the Securities and Exchange Commission (SEC). This filing is required under the Securities Act of 1933 and provides important information to potential investors about the securities being offered and the issuer’s business and financial condition.

In this blog post, we’ll provide an overview of 424(b) filings, including the required disclosures and timing.

What Is a 424(b) Filing?

A 424(b) prospectus is a document that is filed with the SEC as part of the registration process for a securities offering. This document is required for all public offerings of securities, including initial public offerings (IPOs) and secondary offerings.

The 424(b) prospectus provides potential investors with detailed information about the securities being offered, including the offering price, number of shares being sold, and any underwriting discounts or commissions. The prospectus also includes information about the issuer, including its business operations, management team, and financial statements. In addition, the prospectus must disclose any material risks associated with the investment, such as risks related to the issuer’s business, industry, and market.

Why Is a 424(b) Filing Important?

The 424(b) prospectus is an important tool for potential investors who are considering investing in a securities offering. By providing detailed information about the securities being offered and the issuer’s business and financial condition, the prospectus helps investors make informed decisions about whether to invest in the offering.

For issuers, the 424(b) filing is also an important step in the securities offering process. By providing the required disclosures, issuers can help to build trust and credibility with potential investors, which can be essential for a successful offering.

What Are the Required Disclosures in a 424(b) Filing?

The 424(b) prospectus must include a range of disclosures, including:

  • A description of the securities being offered, including the number of shares, the offering price, and any underwriting discounts or commissions.
  • A description of the issuer, including its business and financial information, management team, and principal stockholders.
  • A description of the risks associated with the investment, including risks related to the issuer’s business, industry, and market.
  • Information about how the proceeds from the offering will be used.
  • A description of any material legal proceedings, regulatory actions, or other events that could impact the issuer’s financial condition or operations.

Timing of 424(b) Filings

The timing of a 424(b) filing can vary depending on the type of offering. For an IPO, the prospectus must be filed at least 15 days before the anticipated offering date. For a secondary offering, the prospectus must be filed within five days of the offering. The SEC may also require additional disclosures or revisions to the prospectus during the review process.

Conclusion

If your company is planning to go public or conduct a securities offering in the United States, it’s important to understand the requirements for 424(b) filings. By providing detailed disclosures about the securities being offered and the issuer’s business and financial condition, a 424(b) prospectus can help to build trust and credibility with potential investors, which can be essential for a successful offering. Working with experienced securities attorneys can help to ensure that your 424(b) filing is compliant with SEC regulations and provides the necessary disclosures to potential investors.

Understanding 8-K filings: What they are and why they matter

If you’re an investor in publicly traded companies, you’ve likely heard of an 8-K filing. But what exactly is an 8-K, and why is it important for investors to pay attention to them? In this blog post, we’ll provide an overview of 8-K filings and their significance, so you can make informed investment decisions.

What is an 8-K filing?

An 8-K is a report filed with the United States Securities and Exchange Commission (SEC) to announce significant events or changes that may affect a publicly traded company’s financial condition or share price. These filings are required by law and must be submitted within four business days of the occurrence of an event that is deemed “material,” or likely to have an impact on the company’s financial condition or stock price.

Examples of events that may trigger an 8-K filing include changes in management or control of the company, acquisitions or dispositions of assets, bankruptcy or receivership, changes in accounting practices or principles, financial results for a completed fiscal quarter or year, major contracts or agreements entered into or terminated, and changes to the company’s articles of incorporation or bylaws.

Why are 8-K filings important?

The purpose of 8-K filings is to provide investors and analysts with timely information about a company’s operations and financial health. By law, companies are required to disclose any material information that could have an impact on their financial performance or stock price. This helps investors make informed decisions about whether to buy, sell, or hold a particular stock.

For example, if a company announces that it has acquired a competitor or entered into a major contract with a new client, this could be considered material information that would require an 8-K filing. Investors can use this information to assess the potential impact on the company’s future revenue and earnings, and adjust their investment strategy accordingly.

How can investors access 8-K filings?

The SEC maintains an electronic database called EDGAR (Electronic Data Gathering, Analysis, and Retrieval) that provides public access to all filings made by publicly traded companies, including 8-K filings. Investors can search for and access these filings using the SEC’s online portal.

In addition, many financial news websites and investment platforms provide access to 8-K filings, along with expert analysis and commentary. By staying up-to-date on 8-K filings and other material disclosures made by companies, investors can make more informed investment decisions and reduce their exposure to risk.

Conclusion

In summary, 8-K filings are an important tool for investors to stay informed about material events and changes affecting publicly traded companies. By law, companies are required to disclose this information promptly and accurately, giving investors the information they need to make informed decisions about their investments. Investors can access 8-K filings through the SEC’s EDGAR database or through other financial news sources. By staying up-to-date on 8-K filings and other material disclosures, investors can make more informed investment decisions and reduce their exposure to risk. If you have questions about how 8-K filings may affect your investments, it’s always a good idea to consult with an experienced securities attorney.

Understanding Emerging Growth Company Status: Advantages and Disadvantages

As a small business looking to go public, you may have heard of the term “Emerging Growth Company” or EGC. Under the Jumpstart Our Business Startups (JOBS) Act of 2012, companies that meet certain criteria are eligible for EGC status. In this blog post, we’ll explore the requirements to be an EGC, the advantages and disadvantages of this status, and what small businesses should consider before making a decision.

Requirements to be an EGC

To be considered an EGC, a company must meet the following requirements:

  • Annual gross revenues of less than $1.07 billion in its most recently completed fiscal year.
  • Went public within the previous five years.
  • Not have issued more than $1 billion in non-convertible debt in the previous three years.

Advantages of EGC Status

There are several benefits to being classified as an EGC. These benefits include:

  1. Reduced Disclosure Requirements: EGCs are not required to comply with certain disclosure requirements that are normally required of larger public companies. For example, they are not required to provide executive compensation disclosures or certain financial disclosures. This reduced disclosure burden can be particularly beneficial for small businesses that may not have the resources to comply with all of the regulatory requirements that apply to larger public companies.
  2. Exemption from Certain SEC Regulations: EGCs are exempt from certain regulations that apply to larger public companies. For example, they are not required to hold shareholder advisory votes on executive compensation packages. This regulatory relief can provide EGCs with additional flexibility during the IPO process.
  3. Confidential Submission of IPO Registration Statements: EGCs are allowed to submit their initial IPO registration statements on a confidential basis to the SEC. This provides them with additional flexibility and confidentiality during the IPO process.

Disadvantages of EGC Status

There are also some disadvantages to being classified as an EGC. These disadvantages include:

  1. Limited Duration of EGC Status: EGC status is only available for a limited period of time, generally up to five years after the company’s IPO or until it reaches certain revenue and public float thresholds. After this time period expires, the company must comply with all of the regulatory requirements that apply to larger public companies.
  2. Increased Regulatory Scrutiny after EGC Status Expires: Once a company’s EGC status expires, it must comply with all of the regulatory requirements that apply to larger public companies. This can result in increased regulatory scrutiny and compliance costs.
  3. Reduced Investor Confidence: Some investors may view EGCs as riskier investments due to their limited operating history and reduced disclosure requirements. This reduced investor confidence can make it more difficult for EGCs to raise capital and grow their business.

Conclusion

Being classified as an EGC provides certain benefits and regulatory relief measures to small businesses that have recently gone public or are in the process of going public. However, EGC status is only available for a limited period of time and may result in reduced investor confidence and increased regulatory scrutiny after EGC status expires. Companies considering EGC status should carefully weigh the benefits and drawbacks before making a decision. A qualified securities attorney can provide guidance on the pros and cons of EGC status and help small businesses navigate the complex regulations that apply to public companies.

Navigating Nasdaq Annual Meeting Rules: A Guide for Companies and Legal Counsel

As a legal professional, it’s important to stay up-to-date on the rules and regulations that govern annual meetings of companies listed on the Nasdaq Stock Market. Failure to comply with these rules can result in significant legal and financial consequences for the company and its directors.

Here are some of the key Nasdaq annual meeting rules that companies and their legal counsel should be aware of:

  1. Timing and Notice Requirements: Companies must hold annual meetings within 13 months of their previous annual meeting and provide shareholders with at least 10 days’ notice before the meeting.
  2. Shareholder Voting: All matters that are properly brought before the meeting must be put to a shareholder vote, including the election of directors, appointment of auditors, and any other proposals on the meeting agenda.
  3. Shareholder Proposals: Shareholders who meet certain eligibility requirements and submit their proposals within the Nasdaq-established deadline may have their proposals included on the meeting agenda.
  4. Shareholder Participation: Shareholders must have the opportunity to ask questions and make comments during the meeting, subject to reasonable time constraints and rules of order.
  5. Proxy Statements: Companies must provide shareholders with a proxy statement in advance of the meeting, which includes information about the matters to be voted on and the nominees for director.
  6. Record Dates: Companies must provide a record date for determining the shareholders who are entitled to vote at the meeting, which must be no more than 60 days before the meeting date.

It’s important for companies to comply with these rules to ensure that their annual meetings are conducted in a fair and transparent manner, and to avoid any potential violations of Nasdaq rules or regulations. Companies that fail to comply with these rules may face legal action, sanctions from Nasdaq, and reputational damage.

Legal counsel can assist companies in navigating these complex rules and ensuring that they are in compliance with all relevant laws and regulations. An experienced attorney can review the company’s bylaws, provide guidance on the submission of shareholder proposals, draft necessary proxy statements, and help ensure that the company’s annual meeting is conducted in accordance with applicable laws and regulations.

In conclusion, it’s important for companies and their legal counsel to be aware of the Nasdaq annual meeting rules and to take proactive steps to ensure compliance. By doing so, companies can help ensure that their annual meetings are conducted fairly and transparently, and avoid legal and financial consequences.

Staying Compliant: A Guide to Understanding the SEC’s Executive Compensation Rules for Public Companies and Their Legal Counsel

As a legal professional, it’s important to stay up-to-date on the SEC’s executive compensation rules that govern public companies. Failure to comply with these rules can result in significant legal and financial consequences for the company and its directors.

Here are some of the key elements of the SEC’s executive compensation rules that companies and their legal counsel should be aware of:

  1. Disclosure Requirements: Companies must disclose the total compensation of their CEO, CFO, and other named executive officers in their annual proxy statements, including salary, bonuses, stock options, and other forms of compensation.
  2. Performance-Based Compensation: Companies must disclose whether any of their executive compensation is based on performance metrics and provide details about the performance targets that must be met for executives to receive such compensation.
  3. Clawback Policies: Companies must disclose whether they have policies in place to claw back executive compensation if it is later determined that the compensation was based on inaccurate financial statements or other misconduct.
  4. Say-on-Pay Votes: Companies must allow shareholders to vote on executive compensation at least once every three years. This “say-on-pay” vote is advisory in nature, but it provides shareholders with an opportunity to express their views on the company’s executive compensation practices.
  5. Hedging Disclosure: Companies must disclose whether their executive officers and directors are permitted to engage in hedging transactions with respect to the company’s securities.

Compliance with these rules is important to promote transparency and accountability in executive compensation practices and ensure that shareholders have the information they need to make informed decisions about their investments. Failure to comply with these rules can lead to legal action, sanctions from the SEC, and reputational damage.

Legal counsel can assist companies in navigating these complex rules and ensuring that they are in compliance with all relevant laws and regulations. An experienced attorney can review the company’s executive compensation practices, draft necessary proxy statements, and help ensure that the company’s disclosures are accurate and complete.

In conclusion, it’s important for companies and their legal counsel to be aware of the SEC’s executive compensation rules and to take proactive steps to ensure compliance. By doing so, companies can help ensure that their executive compensation practices are transparent and fair, and avoid legal and financial consequences. Legal counsel can play a critical role in this process, helping companies navigate these complex rules and ensuring compliance with all relevant laws and regulations.

Listing on the NYSE American: Understanding the Key Listing Standards

As a company, maintaining a listing on the NYSE American can provide valuable access to capital markets, investors, and other benefits. However, this also means that the NYSE American has certain standards and requirements that companies must meet to maintain their listing. Failure to meet these standards may result in delisting from the exchange, which can have significant consequences for a company’s operations and reputation.

In this blog post, we’ll provide an overview of the NYSE American delisting standards, including both quantitative and qualitative requirements, to help companies understand what they need to do to maintain their listing.

Quantitative Delisting Standards

The NYSE American has several quantitative standards that companies must meet to maintain their listing. These include:

  1. Minimum price per share: Companies must maintain a minimum average closing price of $1.00 over a consecutive 30-day trading period. This means that the company’s stock must not fall below this threshold for an extended period of time.
  2. Minimum market capitalization: Companies must have a market capitalization of at least $50 million over a consecutive 30-day trading period. Market capitalization is calculated by multiplying the company’s share price by the number of outstanding shares.
  3. Minimum stockholders’ equity: Companies must maintain stockholders’ equity of at least $4 million. This represents the residual value of a company’s assets after its liabilities have been paid.
  4. Minimum public float: Companies must have at least 1 million publicly held shares outstanding, with a market value of at least $2.5 million. This ensures that there is sufficient liquidity in the company’s stock for investors to buy and sell.

If a company fails to meet any of these quantitative standards, it will be notified by the NYSE American and given a certain period of time to regain compliance. If the company fails to regain compliance within the specified period, it may be delisted.

Qualitative Delisting Standards

In addition to quantitative standards, the NYSE American also has several qualitative standards that companies must meet to maintain their listing. These include:

  1. Non-compliance with financial standards: If a company fails to meet any of the quantitative standards, it will be notified by the NYSE American and given a certain period of time to regain compliance. If the company fails to regain compliance within the specified period, it may be delisted.
  2. Non-compliance with corporate governance standards: Companies must comply with certain corporate governance requirements, such as having a majority of independent directors on its board or maintaining an audit committee comprised solely of independent directors. Failure to comply with these requirements may result in delisting.
  3. Other issues: The NYSE American may delist a company if it fails to meet other requirements or if there are other issues that the exchange determines make continued listing on the exchange inappropriate.

Conclusion

Maintaining a listing on the NYSE American can provide significant benefits for companies, but it also comes with certain responsibilities. Companies must meet both quantitative and qualitative delisting standards to maintain their listing, and failure to do so can have significant consequences. It’s important for companies to understand these requirements and take steps to ensure compliance to avoid being delisted from the exchange.

If you have questions about NYSE American delisting standards or need assistance with compliance, contact our law firm for guidance and support.

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.

Sichenzia Ross Ference LLP Represents Biotricity, Inc. in $50 Million At-The-Market Offering

biotricity logo

Press Release – New York, NY – March 23, 2022 – Sichenzia Ross Ference LLP announced today that it represented Biotricity, Inc. (NASDAQ: “BTCY”), a medical diagnostic and consumer healthcare technology company, in a $50 million At-The-Market offering (“ATM”).

The shares were registered on BTCY’s Registration Statement on Form S-3 (File No. 333-255544) filed with the Securities and Exchange Commission on April 27, 2021, and declared effective by the SEC on May 4, 2021, and the prospectus supplement relating to the ATM filed with the SEC on March 22, 2022.

H.C. Wainwright acted as agent for the ATM.  

The Sichenzia Ross Ference LLP team was led by partners Gregory Sichenzia and David Manno, and associates Matt Siracusa and Rajiv Radia.

Sichenzia Ross Ference LLP Represents ETAO International Group in $2.5 Billion Definitive Merger Agreement with Mountain Crest Acquisition Corp. III

ETAO International Group

Press Release – New York, NY – February 1, 2022– Sichenzia Ross Ference LLP announced today that it is representing ETAO International Group in a definitive merger agreement with Mountain Crest Acquisition Corp. III (Nasdaq: MCAER), a publicly traded special purpose acquisition company (“SPAC”).  The transaction values ETAO at a pro forma fully diluted enterprise value of approximately $2.5 billion with existing ETAO shareholders rolling over 100% of their equity into equity of the combined company.  Upon completion of the transaction, which is anticipated in the summer of 2022, the combined company will operate as ETAO and securities are expected to be listed on NYSE under the symbol “ETAO”. The transaction includes a $250 million private investment in public equity at $10.00 per share in connection with the business combination transaction. Separately, ETAO has also received commitments through a separate private placement of $51 million.  

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Sichenzia Ross Ference Welcomes Back Marcelle Balcombe as Partner

Press Release – New York, NY – June 1, 2021 – Sichenzia Ross Ference LLP, a leading securities and corporate law firm, announced today that a member of our firm for 15 years and an integral part of our securities practice group has returned to the firmwhere she will continue to provide high quality legal services to her clients.

Please reach out to her at mbalcombe@srf.law to welcome her back. continue reading >>

Senior Level Corporate Associate

Sichenzia Ross Ference LLP  is seeking a Senior-Level Corporate Associate with 5+ years of experience in the field of securities and corporate law. This is an excellent opportunity for skilled candidates looking to work in a nationally recognized securities practice located in midtown NYC.

Salary Range: Low: $200,000 – High: $300,000

Sichenzia Ross Ference LLP offers a comprehensive compensation and benefits package including a bonus and potential % of origination on new business.

 

Qualifications:

  • Knowledge with registered securities offerings, PIPEs, SEC regulations, ’33 Act Registration Statements, and ’34 Act periodic filings, mergers & acquisitions, general corporate law and SEC research
  • A minimum of 5 years of experience with regulatory requirements and compliance issues
  • Self-motivated and proactive approach to managing client relationships: must be invested in our clients and deeply committed to obtaining the best possible outcome for them.
  • Excellent interpersonal communication skills and exemplary attention to detail.
  • 2+ years of substantive legal experience working for high-growth, early-stage businesses and active investors in connection with incorporations, equity financings, securities, mergers and acquisitions, and general corporate counseling.

Please send resumes to tbarone@srf.law

Sichenzia Ross Ference LLP Represents A.G.P/Alliance Global Partners in $5.9 Million Registered Direct Offering of Safe-T Group Ltd.

safe-t logo

Press Release – New York, NY – July 22, 2020 – Sichenzia Ross Ference LLP announced today that it represented A.G.P./Alliance Global Partners as sole placement agent in a registered direct offering of Safe-T Group Limited (NASDAQ: “SFET”) for gross proceeds of approximately $5.9 million. The offering provided for the issuance of an aggregate of (i) 3,075,000 American depositary shares (“ADSs”) at a purchase price of $1.40 per ADS, and (ii) 1,145,000 pre-funded warrants each to purchase one ADS (“Pre-Funded Warrants”) at a price of $1.40 each, including the Pre-Funded Warrant exercise price of $0.001 per full ADS. The Pre-Funded Warrants will be exercisable at any time after the date of issuance.  continue reading >>

Sichenzia Ross Ference LLP Represents Hudson Capital Inc. in $3.7 Million Registered Direct Offering 

china internet nationwide financial services

Press Release – New York, NY – June 24, 2020 – Sichenzia Ross Ference LLP today announced that it represented Hudson Capital Inc.  (NASDAQ: HUSN), in a $3.7 million registered direct offering of its ordinary shares at a price of $0.85 per share. The offering was made pursuant to a registration statement on Form F-3 (File No. 333-233408) which was previously filed with the Securities and Exchange Commission and declared effective on September 19, 2019.

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Sichenzia Ross Ference Kesner LLP Represents Rodman & Renshaw a unit of H.C Wainwright in a $7.4 Million Public Offering of Medical Transcript Billing, Corp.

mtbc - medical transcription billing corp. logo

Press Release – New York, NY – June 23, 2017 – Sichenzia Ross Ference Kesner LLP announced today that it has represented Rodman & Renshaw, a unit of H.C. Wainwright, as Exclusive Placement Agent and Boenning & Scattergood, Inc. as co-placement agent in a public offering of Series A Preferred stock for Medical Transcription Billing, Corp. (MTBC.NASDAQ). MTBC is a principal provider of proprietary, cloud-based electronic health records, practice management, and mHealth solutions.

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Sichenzia Ross Ference Kesner LLP Represents Joseph Gunnar, and Fordham Financial Management in $6.6 Registered Direct offering of Ampio Pharmaceuticals, Inc.

ampio pharmaceuticals

Press Release – New York, NY – June 8, 2017 – Nationally recognized securities and corporate law firm, Sichenzia Ross Ference Kesner LLP, announced today that it has represented Joseph Gunnar & Co. as Lead Placement agent and Fordham Financial Management as Co-Placement Agent  in a $6.6 million Registered Direct public offering of equity securities of Ampio Pharmaceuticals, Inc.(“NYSE MKT.AMPE”).

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Sichenzia Ross Ference Kesner LLP Represents Oppenheimer & Co. and Feltl and Company in $13.5 Million PIPE for Midwest Energy Emissions Corp.

midwest energy

Press Release – New York, NY – November 18, 2016 – Nationally recognized securities and corporate law firm Sichenzia Ross Ference Kesner LLP announced today that it has represented Oppenheimer & Co., as lead Placement Agent and Feltl and Company as Co-Placement Agent in a private placement offering of Common Stock ofMidwest Energy Emissions Corp. ME2C (OTCQB. “MEEC”). continue reading >>

Sichenzia Ross Ference Kesner LLP Represents Tonix Pharmaceuticals in $5.2 Million Public Offering

tonix pharmaceuticals

Press Release – New York, NY – November 1, 2016 – Nationally recognized securities and corporate law firm Sichenzia Ross Ference Kesner LLP announced today that it represented Tonix Pharmaceuticals Holding Corp. (NASDAQ “TNXP”), a developer of next-generation medicines for common disorders of the central nervous system, continue reading >>

Partners Richard A. Friedman and Stephen A. Cohen Represent Laidlaw & Company (UK) Ltd. and Roth Capital Partners, LLC as Joint Book Running Managers of PhaseRx, Inc.’s $18.5M IPO

phase rx

Press Release – New York, NY – May 23, 2016 – Nationally recognized securities and corporate law firm Sichenzia Ross Friedman Ference LLP announced today that it has represented Laidlaw & Company (UK) Ltd. and Roth Capital Partners, LLC as Joint Book-Running Managers of the initial public offering of PhaseRx, Inc. (NASDAQ: PZRX).

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Sichenzia Ross Ference LLP Congratulates INmune Bio Inc., on Initial Public Offering

New York, NY – April 9, 2019 – Sichenzia Ross Ference LLP announced today that the firm represented INmune Bio Inc. (NASDAQ: INMB), in the Company’s Initial Public Offering and subsequent listing on the NASDAQ Capital Market. The Sichenzia Ross Ference LLP team was led by founding partner Marc Ross and partners David Manno and Thomas Rose. The stock became effective for trading on February 4, 2019, and its common stock trades under the symbol, “INMB.”

Follow Sichenzia Ross Ference on Twitter: @SichenziaRoss

 

 

QPAGOS Retains Sichenzia Ross Ference as SEC Counsel

Mexico City, Dec. 03, 2018  – QPAGOS (QPAG), a leading provider of electronic payments solutions, today announced that it retained Sichenzia Ross Ference LLP (www.srf.law) to represent QPAG on general securities matters.

Sichenzia Ross Ference LLP is a top-ranked securities law firm, just recognized for the third consecutive year on U.S. News and World Report’s “Best Law Firm” List. Its attorneys specialize in advising clients in private placements, initial (IPOs) and secondary public offerings, mergers and acquisitions (M&A), preparing SEC filings and listing to major stock exchanges such as the NYSE (New York Stock Exchange), NASDAQ and OTC markets.

Read the full release about Sichenzia Ross Ference and QPAGOs, here.

 

Junior Real Estate Associate

We have an immediate need for a junior associate attorney, with 0-2 years’ experience, for our growing real estate practice.  The ideal candidate will have experience in aspects of both commercial and residential real estate, including: document preparation, closings, real estate financing and commercial leasing.  In addition, the candidate should be well organized, have strong writing skills and be a self-starter.  This is a position for someone who wants to learn, gain experience, and grow as a real estate transactional attorney.  To apply, please contact mzavala@srf.law.

Sichenzia Ross Ference Kesner LLP Represents JetSmarter Inc. in a Preferred Stock Rights Offering

jetsmarter_logo

Press Release — October 2, 2017 — New York, NY — Sichenzia Ross Ference Kesner LLP represented JetSmarter Inc., an innovative technology company and market leader in the premium private-flight-sharing economy, in a Rights Offering of its Series C-1 Preferred Stock.  The Rights Offering was anchored by the conversion of previous institutional investments made by lead sponsor, Clearlake Capital Group, L.P.

The Sichenzia Ross Ference Kesner LLP team was led by Partners Gregory Sichenzia, Thomas Rose and James Turner and Associates Jay Yamamoto and Will Rao.

Rodman & Renshaw Conference in NY, NY on September 10-12, 2017

Sichenzia Ross Ference Kesner LLP is a silver sponsor of the 19th Annual Rodman & Renshaw Global Investment Conference to be held at the Lotte New York Palace Hotel in New York City on September 10 to September 12. A memorable and exciting conference is anticipated with over 300 public and private companies presenting their businesses to an audience of approximately 2,000 attendees.

September 10 – 12, 2017
New York City
Lotte New York Palace Hotel
455 Madison Avenue at 50th Street
New York, NY 10022

Visit Here to learn more

Sichenzia Ross Ference Kesner LLP Relocates NYC Headquarters

Sichenzia Ross Ference Kesner LLP is pleased to announce that as of August 25, 2017 we have moved to a new location at 1185 Avenue of the Americas, 37th Floor, New York, NY 10036.

As we enter our 20th year as a leading corporate, securities and litigation law firm, and expand our practice areas to include real estate and trusts and estates, our move to this vibrant mid-town New York City location will help us to better serve our diverse client base in New York and around the world.

This new location provides our many colleagues and clients with facilitated ease of travel in and out of the city. We will share photos of the new office space as soon as we have them. Please feel free to contact marketing@srf.law with any questions — we hope to see you soon in our new home!

Sichenzia Ross Ference Kesner’s Jodi Zimmerman Conducts Q&A on “What You Should Know About Creating A Last Will & Testament”

Press Release – New York, NY – July 26, 2017 – Jodi B. Zimmerman, Esq. of Sichenzia Ross Ference Kesner LLP participated in a Q&A blog post hosted by eSignatureGuarantee Group, to share “What You Should Know About Creating A Last Will & Testament.” The Q&A outlines the reasons for planning ahead, what to be aware of, and most importantly — the impact on your family and community.

Read the entire post here.

Ronen Kantor

ronen kantor - Securities Law Firm | Sichenzia Ross Ference Kesner LLP

Managing Partner at DTKGC-SRFK*

Introduction

Ronen Kantor, Adv. is the founder of Kantor and Co. - Law offices and a managing partner of DTKGC . Mr. Kantor heads all the Corporate Finance Activities at DTKGC and is involved in most of the corporate transactions being managed by the firm. Mr. Kantor founded Kantor & co. Law Offices in 2000 with the goal of serving an increasing number of Israeli and foreign clients in various Corporate Finance activities both in Israel and internationally.

Mr. Kantor counsels public and private companies in securities matters in Israel, the US and the UK, and also in complex Merger and Acquisition transactions. Mr. Kantor's primary focus is corporate finance and securities laws, biotechnology and biopharmaceutical transactions, venture capital investments, private equity financings, mergers and acquisitions, general corporate law and other related activities.


*Ronen Kantor is a member of DTKGC-SRFK. This website is the website of the law firm Sichenzia Ross Ference Kesner LLP, a limited liability partnership doing business in New York and New Jersey. Services in Israel are provided through SRFK-DTKGC, a law firm organized under the laws of Israel that conducts business in Ramat Gan and Haifa in Israel. Sichenzia Ross Ference Kesner LLP and DTKGC-SRFK are each separate and independently owned firms. The Firms are parties to an affiliation agreement and operate under the global brands “Sichenzia Ross Ference Kesner LLP”, “SRFK LLP” and “DTKGC-SRFK”.

Professionals | Ronen Kantor | Sichenzia Ross Friedman Ference LLP

Education

University of Sheffield, England (LL.E. Honors, 1993)

Bar Admissions

Israeli Bar Association

Practice Areas

Corporate Law Group

Israeli Securities Law Group

Securities Law Group (U.S. and UK)

Israel practice group

Mergers and Acquisitions

Venture Capital & Investments

Private Equity Financings

Biotechnology & Licensing

International Transactions​

Contact Address

Office: Ramat Gan, Israel 5250606

Phone: +972-3-6133371

Fax: +972-3-6133372

Email: rkantor@dtkgc.com

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Robert Volynsky

Associate

Introduction

Robert Volynsky is an associate in the firm’s Litigation Department. Mr. Volynsky engages in securities and general commercial litigation in both state and federal courts and before regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. Prior to joining the firm, Mr. Volynsky interned as an Enforcement Intern in the Real Estate Finance Bureau at the New York State Attorney General’s office.

Education

Hofstra University School of Law, J. D. Honors Concentration in Business Law; Vice President, Dispute Resolution Society

University of California, Los Angeles, B.A.​

Bar Admissions

Robert is admitted to practice in California, New York, and New Jersey.

Practice Areas

Business Litigation & Arbitration

Contact Address

Office: New York

Phone: (212)-930-9700

Fax: (212)-930-9725

Email: rvolynsky@srf.law

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Sichenzia Ross Ference Kesner LLP Represents Investor in a Private Placement of up to $5,000,000 in Series B Preferred Stock of Digital Power Corporation

Press Release – New York, NY – March 29, 2017 – Nationally recognized securities and corporate law firm Sichenzia Ross Ference Kesner LLP announced today that it has represented Philou Ventures, LLC (“Philou”) in connection with its entry into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Digital Power Corporation, a California corporation (the “Company”), a solution-driven organization that designs, develops, manufactures and sells high-grade customized and flexible power system solutions for applications in the medical, military, telecom and industrial markets.  The Purchase Agreement was executed on March 9, 2017.

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Mixiii BioMed 2017 Conference

Representatives of Sichenzia Ross Ference Kesner LLP and our affiliates, Doron, Tikotzky, Kantor, Gutman, Cederboum and Co., will be attending Biomed’s 16th National Life Science & Technology Conference, to be held at the David Intercontinental in Tel-Aviv, Israel on May 23rd – May 25th, 2017. Biomed has positioned itself throughout the years as the main annual meeting place for players of Israel’s healthcare industry with their colleagues from around the globe. It presents a unique and exuberating occasion for participating in discussions, panel presentations, product demonstrations and networking opportunities, all paving the way for new business collaborations.

May 23rd – May 25th, 2017
Tel-Aviv, Israel

David Intercontinental Hotel
Kaufmann St 12, Tel Aviv-Yafo, 61501, Israel

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Oppenheimer’s 17th Annual Israeli Conference

Representatives of Sichenzia Ross Ference Kesner LLP and our affiliates, Doron, Tikotzky, Kantor, Gutman, Cederboum and Co., will be attending Oppenheimer’s 17th Annual Israel Conference, to be held at the David Intercontinental Hotel in Tel-Aviv on Sunday, May 21st 2017. Guests will include insurance companies, pension funds, provident funds, mutual funds, banks, venture capitals, and money managers. Based on previous years’ events, this conference is expected to attract approximately 500 participants, more than 40 Israeli companies, as well as considerable media coverage.

May 21st, 2017
Tel-Aviv, Israel

David Intercontinental Hotel
Kaufmann St 12, Tel Aviv-Yafo, 61501, Israel

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Sichenzia Ross Friedman Ference LLP and its Israeli Affiliate DTKGC-SRFF Represent an Investment Group in Buy Out of ThermaSteel, Inc.

September 23, 2016 — New York, NY and Tel Aviv. Sichenzia Ross Friedman Ference LLP (“SRFF”) and Its Israeli Affiliate Doron Tikotzky Kantor Gutman Cederbaum-SRFF (“DTKGC-SRFF”) have represented an Israeli investment group led by Mr. Adi Ben-Senior in the acquisition of ThermaSteel, Inc. of Radford Virginia in a multi-million dollar transaction ThermaSteel has developed a patented bonding technology that bonds light gauge steel to EPS, creating composite structural wall panel system. www.thermsteelinc.com. continue reading >>

Rodman & Renshaw Conference in NY, NY on September 11-13, 2016

Sichenzia Ross Friedman Ference LLP is a silver sponsor of the 18th Annual Rodman & Renshaw Global Investment Conference to be held at the Palace Hotel in New York City on September 11 to September 13.  A memorable and exciting conference is anticipated with approximately 200 public and private companies presenting their businesses to an audience of approximately 2,000 attendees. The conference will focus on tracks dedicated to healthcare, natural resources, cleantech, and technology, media and telecommunications. Keynote speakers will include the Rt Hon Sir John Major KG CH, Former Prime Minister of Great Britain and Northern Ireland, and Jeb Bush, the 43rd governor of Florida.

September 11 – 13, 2016
New York City
Lotte New York Palace Hotel
455 Madison Avenue at 50th Street
New York, NY 10022

Visit here to learn more.

Firm Honored as a Top Corporate Law Firm in New York City

New York, NY – May 17, 2016 – Sichenzia Ross Friedman Ference LLP is proud to announce that it was selected as one of New York City’s best corporate law firms in 2016 by Best Lawyers magazine.  Best Lawyers is one of the oldest and most respected peer-review publication in the legal profession.  Its lists of outstanding law firms are compiled by conducting detailed peer-review surveys in which tens of thousands of leading lawyers confidentially evaluate their professional peers.

About Sichenzia Ross Friedman Ference LLP

 Sichenzia Ross Friedman 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 attorneys specialize in advising clients on private placements, initial (IPOs) and secondary public offerings, alternative public offerings, preparation of SEC filings and listings on the NYSE, NASDAQ and OTCMarkets. In addition, our litigation and arbitration attorneys are highly skilled in representing clients from routine lawsuits to complex cases before the SEC, FINRA and other tribunals.

Partner Gregory Sichenzia Quoted on Alternatives to IPOs and Follow-On Deals

February 5, 2016 Partner Greg Sichenzia was quoted in a Law360 article titled “Cold IPO Market Forces Companies To Get More Creative.” The article discussed that the weak market for initial public offerings and follow-on deals has companies scrambling for alternatives to meet their capital needs.  Viable options for them to choose from exist, albeit none as ideal as a robust public market.  Greg discussed the pros and cons of reverse mergers and Nasdaq’s and NYSE’s one-year “seasoning period” through which most companies must first trade over the counter while filing audited financial statements with the SEC.

Read the full article here.

Marcelle S. Balcombe

marcelle balcombe headshot

Partner

Introduction

Marcelle S. Balcombe is a member of the Corporate and Securities practice group of Sichenzia Ross Ference Carmel LLP.

Marcelle advises clients in connection with corporate finance transactions, mergers and acquisitions and securities law matters including initial public offerings, secondary offerings, shelf registrations, ATM offerings, private investments in public equity (PIPEs), registered direct transactions, going private transactions and other securities offerings. Marcelle also advises on reverse merger transactions. She has experience representing both purchasers and sellers in connection with stock purchases, asset purchases and merger transactions, including the negotiation of stock and asset purchase agreements, merger agreements, letters of intent, confidentiality agreements and other related documents.

Marcelle has extensive experience performing legal and financial due diligence, drafting documentation and conducting negotiations in connection with corporate finance transactions, both public and private offerings, mergers and acquisitions and other strategic transactions. She advises issuers in the preparation of legal documentation for day-to-day operations, including general contracts, employment agreements and compensation plans. She also provides ongoing counsel to issuers regarding securities law compliance, corporate governance, corporate law compliance and regulatory inquiries. Marcelle also advises clients seeking to list on the major US stock exchanges, including NASDAQ and NYSE. She also advises on corporate governance for publicly listed U.S. companies.

marcelle balcombe headshot

Education

Ms. Balcombe received her Juris Doctorate from Case Western Reserve University, School of Law.

Avital Perlman

avital even-shoshan - Securities Law Firm | Sichenzia Ross Ference Kesner LLP

Partner

Introduction

Avital Perlman concentrates her practice on securities offerings and compliance, mergers and acquisitions and corporate governance. She represents public and private clients in a variety of corporate and securities matters, including public and private capital raising transactions, public company reporting, investor relations activities, board and committee matters and general corporate matters. Avital has substantial experience advising on initial public offerings and follow-on financings for life sciences companies in the US and Israel. She also works with non-profit organizations in areas such as formation, recognition of tax-exempt status and corporate counseling. Prior to joining Sichenzia Ross Ference Kesner LLP, she was associated with the law firms of Morrison & Foerster LLP and Haynes and Boone, LLP.

Languages

Avital is conversant in Hebrew.

Publications

Awards & Recognitions

Professionals | Avital Even-Shoshan | Sichenzia Ross Friedman Ference LLP

Education

Northwestern University School of Law, J.D. 

University of Pennsylvania, B.A. magna cum laude

Bar Admissions

Mrs. Perlman is admitted to practice in New York

Practice Areas

Corporate Law Group

Securities Law Group

Israel Practice Group

Contact Address

Office: New York

Phone: (646) 810-0610

Fax: (212) 930-6766

Email: aperlman@srf.law

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Gary A. Varnavides

gary a varnavides - Securities Law Firm | Sichenzia Ross Ference Kesner LLP

Counsel

Introduction

Gary A. Varnavides joined SRF in 2010 and is a Counsel in the firm's Litigation Department. Mr. Varnavides engages in securities and commercial litigation in both state and federal courts, and before the U.S. Securities and Exchange Commission. In addition, his practice includes investor arbitration before the Financial Industry Regulatory Authority, broker-dealer compliance, and qualifying Associated Persons with various state and self-regulatory agencies.

Mr. Varnavides was named a 2015 New York Metro Rising Star list, an honor reserved for no more than two and one-half percent of the lawyers in the New York Metro area.

Awards & Recognition

gary varnavides_ superlawyers
gary a varnavides - Securities Law Firm | Sichenzia Ross Friedman Ference LLP

Education

Gary graduated from Fordham University School of Law in 2010, where he was Editor-in-Chief of the Fordham Journal of Corporate & Financial Law.

Gary received his B.A. in Political Science from Boston College in 2007.

Bar Admissions

Gary is admitted to practice in New York and New Jersey. He is also admitted to practice before the United States Court of Appeals for the Third Circuit; the Southern District of New York; the Eastern District of New York; and the District of New Jersey.

Publications / Awards

The Flawed State of Broker-Dealer Regulation, 16 Fordham J. Corp. & Fin. L. 203 - Winner of the 2012 Investment Management Consultants Association's Richard J. Davis Legal/ Regulatory/ Ethics Award

Practice Areas

Broker dealer regulation

Business Litigation & Arbitration

Contact Address

Office: New York

Phone: (646) 810-0606

Fax: (212)-930-9725

Email: gvarnavides@srf.law

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