The SEC Pulse

ZAG-S&W Represents Pluristem Therapeutics in $17.3 Million Stock Offering

Posted by Leah Schloss on January 27, 2017 at 10:58 AM

A ZAG-S&W team represented Pluristem Therapeutics Inc. (NASDAQCM: PSTI, TASE: PLTR), a leading developer of placenta-based cell therapy products, in its $17.3 million underwritten public offering of common stock and warrants, which included a full exercise of the underwriter’s over-allotment option. Pluristem intends to use the net proceeds of the offering for research and product development activities, clinical trial activities, investment in capital equipment and for working capital and other general corporate purposes.

The offering press releases can be viewed here and here, and the prospectus related to the offering can be found here.

The ZAG-S&W team included Oded Har-Even, Howard Berkenblit, Shy Baranov and Ron Ben-Bassat.

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Law firm ZAG-S&W represents U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. The firm facilitates a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. It also regularly handles shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. "ZAG-S&W's work for clients transcends distance, culture and language," said Oded Har-Even. "Our bilingual team members in Israel and the U.S. understand the dynamics of two very different markets and can deftly bridge cultural differences on business practices, regulatory, securities and other legal issues to achieve your business goals."

Contact: 

Leah Schloss
617.338.2448
[email protected]

 

 

Topics: SEC, NASDAQ, offering

Sullivan & Worcester Advises Hospitality Properties Trust in Offering of $600 Million of Unsecured Notes

Posted by Leah Schloss on January 26, 2017 at 11:10 AM

An S&W team represented Hospitality Properties Trust (Nasdaq: HPT) in its underwritten public offerings of $400 million of 4.95% unsecured senior notes due February 15, 2027 and $200 million of 4.50% unsecured senior notes due June 15, 2023, the latter of which consisted of a re-opening of an outstanding series of HPT’s notes. HPT expects to use the net proceeds from these offerings to repay amounts outstanding under its unsecured revolving credit facility, for general business purposes and possibly to redeem some or all of its outstanding 7.125% series D cumulative redeemable preferred shares of beneficial interest.

The offering press release can be viewed here and the prospectus related to the offerings can be found here.

The S&W team included Howard Berkenblit, Bill Curry, Jeff Morlend and Rick Goulding, as well as Ameek Ponda and Brian Hammell on tax matters.


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Sullivan & Worcester is a leading corporate law firm advising clients ranging from Fortune 500 companies to emerging businesses. With more than 175 lawyers in Boston, London, New York and Washington, D.C., the firm offers services in a wide range of areas, including corporate finance, banking, trade finance, securities and mutual funds, litigation, mergers and acquisitions, intellectual property, tax, real estate and REITs, private equity and venture capital, bankruptcy, environment and natural resources, climate change, renewable energy and water resources, regulatory law, and employment and benefits. For more information please visit www.sandw.com.   

Contact: 

Leah Schloss
617.338.2448
[email protected]

Topics: SEC, NASDAQ, offering

Fast-paced December for U.S.-Israeli Law Firm ZAG-S&W Representing Underwriters in Offerings

Posted by Leah Schloss on January 5, 2017 at 4:08 PM

ZAG-S&W, a joint venture between Sullivan & Worcester and Zysman, Aharoni & Gayer, acted as legal advisor to Roth Capital Partners in two matters: Roth Capital’s underwriting of the offering 8 million shares of Class A common stock of LightPath Technologies, Inc. and Roth Capital’s sale of Top Image Systems Ltd.’s convertible notes. On behalf of Aegis Capital Corp., ZAG-S&W represented the financial services company in its role as underwriter of a Rennova Health, Inc. preferred stock offering; in an offering of ordinary shares and warrants of Rosetta Genomics; and in a registered direct offering of American depositary shares on behalf of Medigus, Ltd.

On December 21, it was announced that ZAG-S&W worked with Roth Capital on two matters. First, in the LightPath Technologies (NASDAQ: LPTH) deal, ZAG-S&W represented Roth Capital as sole book-running manager in underwriting an estimated $9.7 million public offering of LightPath Technologies Class A common stock at a price of $1.21 per share, including a fully exercised over-allotment option. The ZAG-S&W team on the deal was Oded Har-Even and Robert V. Condon III.

Earlier in the month, the ZAG-S&W team advised Roth Capital in the sale of $5 million of convertible notes of Top Image Systems, Ltd. (NASDAQ: TISA), an innovator of intelligent content processing solutions, to Hale Capital Partners LP.

Har-Even and Condon represented Aegis Capital in its role as underwriter in a $12.4 million offering of convertible preferred stock for Rennova Health (NASDAQ: RNVA), which closed on December 20.

And in November 2016, ZAG-S&W represented Aegis Capital as underwriter in a $4.5 million offering of ordinary shares and warrants by molecular diagnostics company Rosetta Genomics (NASDAQ: ROSG). The team also advised Medigus Ltd. (NASDAQ: MDGS, TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in a $763,000 registered direct offering of American depositary shares (ADS). The ZAG-S&W team on the Rosetta deal was Oded Har-Even, Robert V. Condon III and Ron Ben-Bassat. On the Medigus offering, the team included Oded Har-Even, Robert V. Condon III, Hila Nahum and Shy Baranov.

About ZAG-S&W
Law firm ZAG-S&W represents U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. The firm facilitates a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. It also regularly handles shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. “ZAG-S&W’s work for clients transcends distance, culture, and language,” said Oded Har-Even. “Our bilingual team members in Israel and the U.S. understand the dynamics of two very different markets and can deftly bridge cultural differences on business practices, regulatory, securities and other legal issues to achieve your business goals.”

For more information:

Leah Schloss
617.338.2448
[email protected]




 

Topics: NASDAQ, offering, life sciences, Israel

ZAG-S&W Advises in Rosetta Genomics' U.S. Offering

Posted by Leah Schloss on November 29, 2016 at 4:18 PM

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A ZAG-S&W Team announced that it represented Aegis Capital Corp. as Lead Placement Agent in an approximately $5 million concurrent registered direct and private placement offering of ordinary shares, debentures and warrants by Rosetta Genomics, which develops and commercializes a full range of microRNA-based and other molecular diagnostics (NASDAQ: ROSG).  The offering press release can be viewed here

The ZAG-S&W team included Oded Har-Even, Shy Baranov, Rob CondonRon Ben-BassatHila Nahum and Adi Osovsky.

Law firm ZAG-S&W represents U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. The firm facilitates a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. It also regularly handles shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. "ZAG-S&W's work for clients transcends distance, culture and language," said Oded Har-Even. "Our bilingual team members in Israel and the U.S. understand the dynamics of two very different markets and can deftly bridge cultural differences on business practices, regulatory, securities and other legal issues to achieve your business goals."

For more information:

Leah Schloss

617.338.2448


 

Topics: offerings, NASDAQ, Non-US Issuer

Change Regarding Mailing of Annual Reports to Stockholders

Posted by Howard Berkenblit on November 3, 2016 at 3:19 PM

The SEC Division of Corporation Finance issued a new interpretation yesterday that allows a company to post its annual report to shareholders to its website (and keep it posted for at least one year) rather than mail the SEC seven hard copies. Rule 14a-3 under the Exchange Act requires the mailing solely for the SEC’s information, one of the few paper filings still around in the age of EDGAR. Under its current practice, when the SEC receives the hard copies it posts on a company’s EDGAR list that it has been submitted but does not include the actual document if not submitted electronically. The annual report to shareholders substantially overlaps the annual report on Form 10-K in any case. Since most companies already post their annual reports for at least a year, the new interpretation effectively means one less mailing to worry about, though companies must still mail the annual report with the proxy statement when sending out annual meeting materials to shareholders.

Topics: SEC, EDGAR, Form 10-K, Annual Reporting

SEC Proposes "Universal" Proxy Card for Contested Elections

Posted by Howard Berkenblit on October 27, 2016 at 8:13 AM

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability to vote by proxy for their preferred combination of board candidates, similar to voting in person. The proposed rules would require proxy contestants to provide shareholders with a proxy card that includes the names of both management and dissident director nominees. In addition, the proposed rules would require management and dissidents to provide each other with notice of the names of their nominees, establish a filing deadline and a minimum solicitation requirement for dissidents, and prescribe presentation and formatting requirements for universal proxy cards.

The SEC also proposed amendments to the proxy rules to ensure that proxy cards specify the applicable shareholder voting options in all director elections and require that proxy statements disclose the effect of a shareholder’s election to withhold its vote. Under the proposed amendments, proxy cards would be required to include an “against” voting option for the election of directors when there is a legal effect to a vote against a nominee and to provide shareholders the ability to “abstain” in a director election governed by a majority voting standard. The proposed change would eliminate the current ability to provide a “withhold” voting option when it has the legal effect of an “against” vote. 

The full text of the proposals, which are subject to a 60 day public comment period, can be found here.

Topics: SEC, proxy rules, universal proxy cards

SEC Proposes T+2 for Settling Securities Transactions

Posted by Howard Berkenblit on September 30, 2016 at 9:30 AM

The SEC has proposed a rule amendment to shorten the standard settlement cycle for most broker-dealer securities transactions from three business days after the trade date (T+3) to two business days after the trade date (T+2). The proposed amendment is designed to reduce the risks that arise from the value and number of unsettled securities transactions prior to the completion of settlement, including credit, market, and liquidity risk directly faced by U.S. market participants. 

For more information about the proposal see:  https://www.sec.gov/news/pressrelease/2016-200.html

Topics: SEC, securities, broker-dealer transactions

ZAG-S&W Represents Nano Dimension Ltd in U.S. NASDAQ ADS Public Offering

Posted by Leah Schloss on September 27, 2016 at 1:06 PM

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A ZAG-S&W Team announced that it represented Nano Dimension Ltd, a leader in the field of 3D Printed Electronics (NASDAQ, TASE: NNDM), in its public offering of 1,850,000 American Depositary Shares (ADSs) at a price of $6.50 per ADS. In addition, Nano Dimension has granted the underwriters a 45-day over-allotment option to purchase up to 277,500 additional ADSs at the public offering price. All of the ADSs are being offered by the Company. The offering press release is at http://www.prnewswire.com/news-releases/nano-dimension-ltd-raises-12m-in-public-offering-of-american-depositary-shares-300334554.html and below.

The ZAG-S&W team included Oded Har-Even, Howard Berkenblit, Rob Condon, Shy Baranov, David Huberman, Ron Ben-Bassat and Hila Nahum.

Law firm ZAG-S&W represents U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. The firm facilitates a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. It also regularly handles shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. “ZAG-S&W’s work for clients transcends distance, culture, and language,” said Oded Har-Even. “Our bilingual team members in Israel and the U.S. understand the dynamics of two very different markets and can deftly bridge cultural differences on business practices, regulatory, securities and other legal issues to achieve your business goals.”

For more information:
Jaime Baum
847.502.3825

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Nano Dimension Ltd. Raises $12M in Public Offering of American Depositary Shares

1,850,000 American Depository Shares Priced at $6.50 Per ADS

 

NESS ZIONA, Israel, Sept. 27, 2016 /PRNewswire/ -- Nano Dimension Ltd., a leader in the field of 3D Printed Electronics (NASDAQ, TASE: NNDM), today announced the pricing of its public offering of 1,850,000 American Depository Shares (ADSs) at a price of $6.50 per ADS. In addition, Nano Dimension has granted the underwriters a 45-day over-allotment option to purchase up to 277,500 additional ADSs at the public offering price. All of the ADSs are being offered by the Company.

National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM:NHLD) is acting as sole book running manager for the offering. Lake Street Capital Markets is acting as co-manager for the offering. The Chairman of the Board of the Company is participating in the offering.

The Company expects to receive gross proceeds from the offering, excluding the exercise of the over-allotment option, if any, of approximately $12 million, excluding underwriting discounts and commissions and other offering-related expenses. Assuming the full exercise of the over-allotment option, the gross proceeds may reach $13.8 million.

Nano Dimension intends to use the proceeds of this offering to fund sales and marketing activities of its printers, scaling up of its production facilities, production expenses relating to its printers and inks, research and development, potential licensing, as well as for general working capital and other corporate purposes.

The offering is expected to close on September 30, 2016, subject to customary closing conditions.

A registration statement on Form F-1 relating to these securities was filed with the U.S. Securities and Exchange Commission (SEC) and was declared effective on September 26, 2016. Copies of the prospectus relating to the offering, when available, may be obtained by request to the offices of National Securities Corporation, Attn: Kim Addarich, Managing Director, 410 Park Avenue, 14th Floor, New York, NY 10022, Email: [email protected]; or the offices of Lake Street Capital Markets, LLC, Attn: Equity Syndicate Department, 225 South 6th St, Ste 2050, Minneapolis, MN 55402, Telephone: (888) 330-4648, Email:[email protected]; or the on the SEC's website at http://www.sec.gov.

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 is not permitted.

About Nano Dimension Ltd. 
Nano Dimension, founded in 2012, focuses on development of advanced 3D printed electronics systems and advanced additive manufacturing. Nano Dimension's unique products combine three advanced technologies: 3D inkjet, 3D software and nanomaterials. The company's primary products include the first 3D printer dedicated to printing multi-layer PCBs (printed circuit boards) and advanced nanotechnology-based conductive and dielectric inks.

In addition to the trading of the company's American Depositary Shares on NASDAQ, the company's ordinary shares are also traded on the TASE in Israel. The Bank of New York Mellon serves as the depositary for Nano Dimension.

Forward-Looking Statements

This press release contains forward-looking statements about the Company's expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek", "target", "will", "project", "forecast", "continue" or "anticipate" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. For example, forward-looking statements are used in this press release when we discuss the expected timing of the closing of the offering and the use of proceeds. These forward-looking statements involve certain risks and uncertainties, including, among others, risks impacting the ability of the Company to complete any public offering of its securities because of general market conditions or other factors and risks that could cause the Company's results to differ materially from those expected by Company management or otherwise described in or implied by the statements in this press release. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in Nano Dimension Ltd.'s Registration Statement on Form F-1 filed with the SEC, which is available on the SEC's website, www.sec.gov

CONTACT INVESTOR RELATIONS: 
Miri Segal-Scharia  
CEO 
MS-IR LLC  
917-607-8654  
[email protected]

 

 

 

 

 

 

 

Topics: NASDAQ, American Depositary Shares, Non-US Issuer

ZAG-S&W Provides U.S. Legal Advice to Medigus Ltd. in Offering of ADSs

Posted by Leah Schloss on September 9, 2016 at 3:45 PM

Law firm ZAG-S&W advises Medigus on ADS offering

A ZAG-S&W Team served as U.S. counsel to Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in definitive securities purchase agreements with two institutional investors providing for the issuance of approximately 1.28 million American depositary shares (ADS) at a purchase price per ADS of $1.15 in a registered direct offering with gross proceeds of approximately $1.47 million.

Roth Capital Partners acted as the lead placement agent and Maxim Group LLC acted as the co-placement agent for this transaction.

The closing of the sale of the securities is expected to take place on or about September 13, 2016, subject to satisfaction of customary closing conditions.

Medigus intends to use the net proceeds from the offering for general corporate purposes.

The ADSs described above were offered pursuant to a shelf registration statement on Form F-3 (File No. 333-213280), which was declared effective by the United States Securities and Exchange Commission, or the SEC on August 31, 2016.

The ZAG-S&W Team included Oded Har-Even, Rob Condon, Ron Ben-Bassat and Leigh Sapir-Kashi

ZAG-S&W is the world's only true Israeli-American law firm committed to the success of Israeli and U.S. companies seeking to do business between each other's countries. Founded in 2001 through a unique joint venture of its founding firms, Zysman, Aharoni, Gayer & Co. (ZAG) and Sullivan & Worcester LLP (S&W), ZAG-S&W is a law firm partnership—one entity—not a referral relationship. Our innovative business model enables us to provide completely integrated, cost-efficient legal services, leveraging our experience on both sides of the Atlantic to help advance your objectives with maximum efficiency—whether it's forming a joint venture or listing your company on NASDAQ. But we do more than just provide legal services; we build business bridges for our clients, connecting them with the right players and the right resources to gain a competitive edge.

Topics: NASDAQ, American Depositary Shares, Non-US Issuer

SEC proposes hyperlinks for filing exhibits

Posted by Howard Berkenblit on September 8, 2016 at 7:04 AM

The SEC has proposed rule amendments that would require companies that file registration statements and periodic and current reports to include hyperlinks to each exhibit listed in the exhibit index of their filings (in a more subtle change, the index would be required to appear before the signatures rather than simply appearing before the exhibits as is current required). All filings will need to be submitted in HTML format.  

The practical impact of these amendments, if approved, would be to make it much more efficient to locate exhibits, particularly those incorporated by reference. For example, under current rules if an investor wants to find a company's bylaws on EDGAR he or she must locate the bylaws on the exhibit list (such as in the most recent 10-K or 20-F) which will list the filing with which the bylaws were most recently filed. He or she must then separately locate that filing. Hyperlinking would effectively eliminate the second step, saving time.

Topics: SEC, registration statements, EDGAR, Filings

About the Blog


The SEC Pulse provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters. 

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