Transactions
Through our proactive and execution-driven approach to practicing law, we successfully facilitated the completion of over $1.2 billion worth of transactions in 2022, marking another year of exceptional results for Lucosky Brookman - despite difficult market conditions.
Joseph Lucosky, Managing Partner
Transactions
Through our proactive and execution-driven approach to practicing law, we successfully facilitated the completion of over $1.2 billion worth of transactions in 2022, marking another year of exceptional results for Lucosky Brookman - despite difficult market conditions.
Joseph Lucosky, Managing Partner
Transactions Closed in 2022
Lucosky Brookman Successfully Closes $120 Million Senior Secured Loan Facility with Fortress Investment Group, LLC
Lucosky Brookman represented its client, a leading Georgia-based gaming company, on the successful closing of its $120 million senior secured loan facility. Fortress Investment Group LLC, a highly diversified global investment manager with approximately $53.3 billion of assets under management, advanced the funds to the company, along with a syndicate of other lenders. The firm represented the company and assisted with the drafting, reviewing, revising and structuring the senior secured credit facility. The proceeds were utilized by the company to refinance an existing facility with the balance to be used by the company to finance acquisitions to grow its business.
Our client, headquartered in Atlanta, GA, owns and operates Class B coin operated amusement machines. The company is licensed by the Georgia Lottery Corporation. The proceeds payable to Georgia are used to support the needs and educate Georgia’s children through the HOPE scholarship program and pre-kindergarten funding. Lucosky Brookman acted as borrower’s counsel.
Lucosky Brookman Successfully Represents Adamas One Corp. in $11 Million Initial Public Offering and Nasdaq Uplisting
Lucosky Brookman represented Adamas One Corp. in the successful completion of its underwritten initial public offering. Adamas One is a high-tech company that produces high-quality, single-crystal Lab-Grown Diamonds for jewelry and diamond materials for industrial uses, using proprietary technology. The offering consisted of 2,450,000 shares of common stock at an initial public offering price of $4.50 per share, resulting in gross proceeds of $11,025,000 before underwriting discounts and commissions and estimated offering expenses.
The shares of Adamas One began trading on The Nasdaq Capital Market on December 9, 2022, under the ticker symbol "JEWL". The offering closed on December 13, 2022. Alexander Capital LP acted as sole book-running manager for the offering.
Lucosky Brookman acted as co-counsel to the Company, providing legal advice on regulatory compliance and corporate matters. The successful completion of this initial public offering will enable Adamas One to continue to develop and expand its proprietary technology for producing high-quality, single-crystal Lab-Grown Diamonds for jewelry and industrial uses, and to fund its growth and expansion plans.
Lucosky Brookman Successfully Represents Brüush Oral Care, Inc. in Closing of $3 Million Private Placement
Lucosky Brookman represented Bruush Oral Care, a provider of premium oral care products, in the closing of a private placement with institutional investors. The private placement resulted in the company raising approximately $3.0 million in aggregate gross proceeds. As part of the private placement, Bruush issued 4,916,668 units and pre-funded units, which were sold at a purchase price of $0.60 per unit. The pre-funded units were sold at the same price less the pre-funded warrant exercise price of $0.001.
Each unit and pre-funded unit consisted of one share of common stock or common stock equivalent, and one non-tradable warrant that is exercisable for one share of common stock at a price of $0.60. The warrants have a term of 5.5 years from the issuance date.
Lucosky Brookman served as corporate and securities counsel to Bruush in this transaction, providing legal and regulatory advice to ensure the company's compliance with applicable securities laws and regulations. The successful completion of the private placement provides Bruush with additional capital to support its growth and expansion plans in the oral care market.
Lucosky Brookman Successfully Represents Grom Social Enterprises, Inc. in $5 Million Public Offering
Lucosky Brookman advised Grom Social Enterprises, Inc. on its public offering of 1,415,682 units and 314,422 pre-funded units, for an aggregate gross proceeds of approximately $5 million.
Grom Social Enterprises is a leading social media network for children, providing a safe and secure environment for kids to connect and share content. The company intends to use the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, and other strategic initiatives.
Lucosky Brookman provided legal advice to Grom Social Enterprises throughout the offering process, including the preparation of the registration statement, prospectus, and other required documentation. The firm's experience in corporate and securities law, combined with its understanding of the complexities of public offerings, allowed Grom to successfully complete the offering and raise the capital it needed to continue its growth and expansion.
Lucosky Brookman Client, The Flexi Group, Goes Public Through Merger with Tsangs Group’s TG Venture Acquisition Corp.
Lucosky Brookman represented The Flexi Group, a provider of flexible workspace solutions, in its merger with Tsangs Group’s TG Venture Acquisition Corp, resulting in The Flexi Group going public. The Flexi Group operates 45 locations across 12 cities and 9 countries in Asia and Australia under regionally recognized brands like the Hive, Common Ground, and The Cluster. With the merger, the combined entity is valued at an implied pro forma enterprise value of $205 million. Lucosky Brookman acted as legal counsel to The Flexi Group while ARC Group Limited served as its exclusive financial advisor. The transaction is a testament to Lucosky Brookman's expertise in representing clients in complex transactions and highlights its ability to provide effective legal guidance to companies in their public offerings and mergers.
Lucosky Brookman Congratulates its Client, My Job Matcher, Inc, an AI-enabled Technology Recruitment Platform
Lucosky Brookman provided legal counsel to My Job Matcher, Inc., an AI-enabled technology recruitment platform, in connection with a funding investment from two financial institutions, Serengeti Asset Management and Ghost Tree Partners. This funding investment marks a significant milestone for Job.com, as it further strengthens its M&A strategy, including its acquisition of recruitment processing outsource (RPO) firm, Princeton One, in June 2022. This financing investment builds upon previous investment and financing rounds with New York-based SOJA Ventures and Serengeti.
Serengeti Asset Management is a New York-based investment firm that manages funds on behalf of its investors in the Americas, Europe, Asia, and Africa. Ghost Tree Partners is a California-based investment firm focused on providing growth equity capital to innovative and high-growth companies in technology, healthcare, and sustainability sectors.
Lucosky Brookman acted as corporate counsel to Job.com, advising on legal and regulatory compliance matters, and assisting with negotiating and documenting the financing investment.
Lucosky Brookman Congratulates its Client, Bloomios, Inc., on its $23.5 Million Acquisition of Infusionz
Lucosky Brookman represented Bloomios, Inc., a leading white-label and private-label manufacturer and wholesaler of hemp-derived nutraceuticals, cosmetics, and pet products, in its acquisition of Infusionz, a wholly-owned subsidiary of Upexi. The acquisition consisted of Infusionz's portfolio of CBD gummy brands and customers, along with its associated order flow, product formulations, manufacturing operations, equipment, and sales team. The total purchase consideration was approximately $23.5 million, with cash consideration of $5.5 million and $18 million of non-cash consideration.
The non-cash consideration comprised the issuance of a $4.5 million senior secured convertible debenture, a $5 million secured subordinated promissory note, and shares of a newly created Series D Convertible Preferred Stock with a value of $8.5 million by Bloomios to Upexi. The purchase transaction also included a simultaneous capital raise of $6.25 million. Lucosky Brookman acted as legal counsel to Bloomios in this transaction, providing guidance on the acquisition and related securities issues.
The acquisition of Infusionz strengthened Bloomios' position as a leading hemp-derived products manufacturer and wholesaler in the industry. The deal also opened up new business opportunities for Bloomios, expanding its product lines and customer base. The simultaneous capital raise provided additional funding for the company to invest in growth opportunities and further expand its operations.
Lucosky Brookman Successfully Represents NaturalShrimp, Inc. in Definitive Agreement and Plan of Merger with Yotta Acquisition Corp.
NaturalShrimp, Inc., a Biotechnology Aquaculture Company that has developed and patented the first shrimp-focused commercially operational RAS (Recirculating Aquaculture System), entered into a definitive agreement and plan of merger with Yotta Acquisition Corporation, a special purpose acquisition company. Under the Business Combination Agreement, NaturalShrimp merged with a wholly owned subsidiary of Yotta. Gerald Easterling, CEO of NaturalShrimp, said: “This business combination with Yotta has the potential to significantly accelerate our efforts for commercialization and the ramp up of production of our fresh, land-based gourmet-grade shrimp at the largest indoor farming facilities in the U.S. We also expect that the merger will provide us with additional capital to advance facility expansion efforts in strategic markets in the U.S., including Florida, Nevada, and the Northeast. Our goal is to rapidly build market share in the supply-constrained, premium segment of the market for large shrimp which sell at 20%-30% price premiums utilizing our propriety, proven and scalable technologies and production system. Combined with our capital efficient model, the transaction has the potential to put NaturalShrimp on the fast track to rollout across the 10 largest population centers in the U.S.”
As legal advisor to NaturalShrimp, Lucosky Brookman played a key role in structuring and negotiating the terms of the business combination agreement, ensuring legal and regulatory compliance, and closing the transaction. The merger is expected to position NaturalShrimp as a leader in the sustainable shrimp aquaculture industry and enhance its ability to deliver its patented technology to a wider audience.
Lucosky Brookman Successfully Represents TenX Keane Acquisition in $60 Million Initial Public Offering and NASDAQ Listing
Lucosky Brookman provided legal counsel to TenX Keane Acquisition, a newly formed blank check company based in the Cayman Islands, in its initial public offering (IPO) of 6,000,000 units. The IPO was offered at a price of $10.00 per unit, with each unit consisting of one ordinary share and one right. Upon completion of the initial business combination, each right entitles the holder to receive two-tenths (2/10) of one ordinary share.
As the corporate and securities counsel to TenX, Lucosky Brookman played a crucial role in ensuring that the offering complied with all applicable securities laws and regulations. Maxim Group LLC, one of the leading investment banks, acted as the sole book-running manager for the offering.
TenX Keane Acquisition was formed for the purpose of effecting a merger, and the funds raised through the IPO will be used to pursue a business combination opportunity. The success of this offering underscores Lucosky Brookman's expertise in advising clients on blank check companies and other specialized investment vehicles.
Lucosky Brookman Successfully Represents Castellum, Inc. in $3 Million Public Offering and NYSE Listing
Lucosky Brookman acted as corporate and securities counsel to Castellum, Inc., a cybersecurity, electronic warfare, and IT services company, in its successful public offering of common stock. Castellum offered 1,500,000 shares of its common stock to the public at a price of $2.00 per share, raising gross proceeds of $3 million. The underwriters were also granted a 45-day option to purchase up to an additional 225,000 shares of common stock at the public offering price less the underwriting discounts and commissions, to cover over-allotments.
The cybersecurity market has experienced tremendous growth in recent years and is expected to continue to grow in the future. Castellum is well-positioned to take advantage of this growth as a provider of advanced cybersecurity solutions and services. The proceeds from the public offering will be used for working capital and other general corporate purposes, as well as to fund the company's growth strategy.
Lucosky Brookman's extensive experience in corporate and securities law played a crucial role in guiding Castellum through the public offering process. EF Hutton, division of Benchmark Investments, LLC, served as the sole book-running manager for the offering.
Lucosky Brookman Successfully Represents Laser Photonics Corp. in Initial Public Offering and NASDAQ Listing
Lucosky Brookman is proud to have represented Laser Photonics Corporation, a global industrial technology company that develops and manufactures innovative laser systems for industrial laser applications, in its successful initial public offering (IPO). The IPO involved the pricing of 3,000,000 shares of common stock at a price of $5.00 per share, resulting in gross proceeds of $15.0 million for the company.
Laser Photonics Corporation is a leading developer of high-tech laser systems that are used in industrial laser applications, including laser cleaning, rust removal, and paint stripping, among others. With a focus on innovative solutions and cutting-edge technology, Laser Photonics Corporation has established itself as a leading player in the industrial laser systems market.
Lucosky Brookman acted as corporate and securities counsel to Laser Photonics Corporation in connection with the IPO. The firm's expertise in securities law and extensive experience in representing companies in various capital markets transactions proved valuable in helping the company navigate the complexities of the IPO process. Alexander Capital acted as the sole bookrunner for the offering, providing additional support and expertise to ensure a successful outcome.
At Lucosky Brookman, we pride ourselves on being more than just a law firm, as we are also business owners who possess a deep understanding of the legal and business issues that arise at each stage of a company's business life cycle. We are committed to providing efficient and reliable legal advice that meets our clients' expectations, while delivering clear and concise guidance that can be put into action immediately.
Joseph Lucosky, Managing Partner
Lucosky Brookman Successfully Represents Silversun Technologies, Inc. in Definitive Agreement and Plan of Merger with Rhodium Enterprises, Inc.
Lucosky Brookman represented Silversun Technologies, Inc. in its definitive agreement and plan of merger with Rhodium Enterprises, Inc., a company that utilizes proprietary technologies to mine bitcoin. As a national provider of transformational business technology solutions and services, Silversun Technologies has been providing technology solutions to small and medium-sized businesses for more than a decade.
The merger agreement with Rhodium Enterprises marks a significant step in Silversun's growth strategy. Rhodium is one of the largest bitcoin miners in the United States and has developed its proprietary software and liquid cooling systems, which optimizes the performance, efficiency, and control of its miners, infrastructure, and operations.
The merger with Rhodium Enterprises will provide Silversun Technologies with access to Rhodium's expertise in mining bitcoin and to proprietary technology to further enhance Silversun's operations. This merger agreement will also enable Rhodium to expand its presence in the industry and benefit from Silversun's technology solutions and services. Lucosky Brookman acted as a legal advisor to Silversun Technologies in connection with the transaction.
Lucosky Brookman Successfully Represents Connexa Sports Technologies, Inc. in $5 Million Private Placement of Common Stock and Warrants
Connexa Sports Technologies, Inc., a provider of sports technology and information solutions, successfully closed a $5 million private placement transaction. The offering consisted of 12,820,512 shares of common stock and 38,461,536 warrants, with 12,820,512 warrants having an exercise price of $0.39 per share and the remaining 25,641,024 warrants having an exercise price of $0.43 per share.
The net proceeds from the offering will be used for working capital purposes and to repurchase inventory. Connexa's sports technology and information solutions are designed to help sports organizations improve their operations, communication, and player development. The Company's offerings include a cloud-based sports management platform, data analytics tools, and mobile applications.
Lucosky Brookman served as corporate and securities counsel to Connexa Sports Technologies, Inc. in connection with the private placement transaction. Spartan Capital Securities LLC acted as the exclusive placement agent for the offering. The successful closing of the private placement provides Connexa Sports Technologies, Inc. with additional capital to expand its business and continue developing innovative sports technology and information solutions for its customers.
Lucosky Brookman Successfully Represents SOBR Safe, Inc. in Pricing of $6 Million Private Placement
Lucosky Brookman acted as corporate and securities counsel to SOBR Safe, Inc., a provider of advanced alcohol screening solutions, in connection with its successful $6 million private placement with multiple institutional investors. The Company issued 4,054,055 units and pre-funded units at a purchase price of $1.48 per unit priced at-the-market under Nasdaq rules. Each unit and pre-funded unit includes one share of common stock and one non-tradable warrant exercisable for one share of common stock at a price of $1.35. The pre-funded units were sold at the same price as the units, less the pre-funded warrant exercise price of $0.001. The net proceeds from the offering are intended to be used for general corporate purposes and working capital needs, including product development, marketing, and potential acquisitions. Lucosky Brookman acted as legal advisor to SOBR Safe, Inc., while the sole placement agent in the offering was H.C. Wainwright & Co., LLC.
Lucosky Brookman Successfully Represents Avenseus Holdings Pte. Ltd. in SPAC Transaction; Company signs Business Combination Agreement with Fat Projects Acquisition
Lucosky Brookman represented Avanseus Holdings, Inc. in its business combination with Fat Projects Acquisition, a Singapore-based special purpose acquisition company. The business combination agreement gave Avanseus a pro forma enterprise value of approximately $135.7 million.
Avanseus specializes in developing enterprise solutions that incorporate analytics, artificial intelligence, machine learning, and cognitive computing. The company has created a range of proprietary algorithms that leverage AI to continuously analyze relevant data, with a current focus on predictive operations and maintenance software, primarily for the telecommunications sector. Avanseus' solutions have been deployed in Asia, the United Kingdom, Europe, and South America.
By combining with Fat Projects Acquisition, Avanseus gains access to the public markets and new opportunities for growth and expansion. Lucosky Brookman acted as legal counsel to Avanseus in the business combination, helping the company navigate the complex legal and regulatory requirements of the transaction.
Lucosky Brookman Successfully Represents Digerati Technologies, Inc. in SPAC Transaction; Company signs Business Combination Agreement to list on NASDAQ
Lucosky Brookman served as legal counsel to Digerati Technologies, Inc. in its proposed merger with Minority Equality Opportunities Acquisition Inc (MEOA). The deal will result in Digerati listing on the NASDAQ, creating a combined company with an initial equity value of about $228 million and an enterprise value of roughly $145 million.
Digerati, a Hispanic-founded and -led cloud services provider, specializes in UCaaS (Unified Communications as a Service) solutions for small to medium-sized businesses. The transaction is expected to enhance Digerati's growth and market position, and increase access to the capital needed to expand its solutions and service offerings. It is also expected to enhance the company's ability to compete in the UCaaS market, which is growing rapidly as businesses increasingly adopt cloud-based communication solutions. MEOA is a special purpose acquisition company (SPAC) formed by PIMCO, one of the world's leading investment management firms.
Lucosky Brookman played a key role in providing legal counsel to Digerati throughout the transaction, which included negotiating and executing a Business Combination Agreement. The agreement paved the way for Digerati to list on the NASDAQ through the merger with MEOA.
Lucosky Brookman Successfully Represents Mill City Ventures III, Ltd. in $5 Million Public Offering and Nasdaq Listing
Lucosky Brookman played a key role in representing Mill City Ventures III, Ltd. in its recent underwritten public offering of 1,250,000 shares of common stock, which was priced at $4.00 per share, for total gross proceeds of $5,000,000, before underwriting discounts and commissions. The offering will help the company to achieve its goals of expanding sales and marketing activities, providing additional short-term loans, and supporting general corporate purposes such as working capital.
As a non-bank lender and specialty finance company, Mill City Ventures III, Ltd. specializes in providing short-term loans to businesses that may not be able to obtain financing through traditional channels. The company's services are in high demand, and the net proceeds from the public offering will enable it to meet the needs of its customers more effectively.
Lucosky Brookman provided expert legal counsel to Mill City Ventures III, Ltd. throughout the underwritten public offering, ensuring that the transaction was executed in compliance with applicable laws and regulations. By leveraging its extensive experience in corporate and securities law, the law firm was able to help its client achieve a successful outcome and secure the funding necessary to support its growth objectives.
At Lucosky Brookman, we go beyond traditional legal advisory services to serve as a critical link between our clients' challenges, the solutions they need, and their ultimate success.
Seth Brookman, Partner
Lucosky Brookman Successfully Represents EF Hutton in $11.7 Million Offering and NYSE American Listing
Lucosky Brookman represented EF Hutton, division of Benchmark Investments, LLC, in a successful $11.7 million upsized public offering and NYSE American Listing of Graphex Group Limited. Graphex is a global leader in the mid-stream processing of specialized natural graphite used for electric vehicle (EV) lithium-ion (Li-ion) batteries.
The offering comprised 4,695,653 American Depositary Shares (ADSs), each representing 20 ordinary shares, par value HK$0.01 per share, of Graphex. The shares were priced at $2.50 per ADS, generating gross proceeds of around $11.7 million, before the deduction of underwriting discounts, commissions, and other expenses.
Lucosky Brookman represented EF Hutton in its role as the sole book-running manager for the offering. The successful offering enabled Graphex to raise additional funds to further expand its operations and increase its production capacity in the mid-stream processing of specialized natural graphite, which is increasingly in demand due to the growing popularity of electric vehicles.
Lucosky Brookman Successfully Represents Spartan Capital in $6.58 Million Underwritten Public Offering of Nocera, Inc. Common Stock and Warrants; Listing on NASDAQ
Lucosky Brookman played a key role in representing Spartan Capital Securities LLC in its successful underwritten public offering of Nocera, Inc. Concurrent with the offering, Nocera listed its shares on the NASDAQ. Nocera is a fully integrated sustainable seafood company that focuses on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS).
The Company closed on its underwritten public offering of 1,880,000 units, each unit consisted of one share of common stock and one warrant to purchase two shares of Common Stock, at a public offering price of $3.50 per unit, for aggregate gross proceeds of $6.58 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses.
Each Warrant permits the holder to purchase two shares of common stock at an exercise price of $3.85 (110% of the per unit offering price) and expires five years after the date of issuance. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 282,000 units at the public offering price per unit, less the underwriting discounts and commissions, to cover over-allotments if any.
Lucosky Brookman represented Spartan Capital in its capacity as joint book-running manager for the offering.
Lucosky Brookman Successfully Represents Unique Logistics International, Inc. in Definitive Agreement and Plan of Merger with Edify Acquisition Corp
Lucosky Brookman congratulates its client Unique Logistics International, Inc. , a global logistics and freight forwarding company, on entering into a definitive agreement and plan of merger with Edify Acquisition Corp, a special purpose acquisition company, for a proposed business combination of the two companies. Under the Merger Agreement, subject to satisfaction of the closing conditions contained therein, Unique will merge with a subsidiary of Edify, and thereby become a wholly-owned subsidiary of Edify. Upon completion of the merger, class A common stock of the combined company will be listed on the Nasdaq Capital Market. Sunandan Ray, CEO of Unique, said: "We are pleased to enter into this agreement with Edify, which we are confident will position Unique to quickly complete our planned acquisitions in Hong Kong, China, India, Vietnam, and the United Kingdom. We also expect the merger to provide us with additional capital to advance freight forwarding and contract logistics expansion efforts in strategic markets in the United States, helping Unique achieve our goal of rapidly capturing market share across all critical logistics hubs in the country. Combined with our capital efficient model, the transaction has the potential to put Unique's operating platform on the fast track to rollout across most of those critical hubs." Lucosky Brookman acted as corporate and securities counsel to Unique Logistics.
Lucosky Brookman Successfully Represents Brüush Oral Care, Inc. in $15.5 Million Initial Public Offering
Lucosky Brookman is proud to have represented Brüush Oral Care, Inc. in the successful closing of its initial public offering. The offering consisted of 3,728,549 units at a combined public offering price of $4.16 per unit, which included one share of common stock and one warrant to purchase one share of common stock, with an initial exercise price of $4.16 per share.
As counsel to the Company, Lucosky Brookman provided comprehensive legal advice and guidance on various aspects of the offering, including drafting and reviewing legal documents, regulatory compliance, and negotiations with underwriters and other parties involved in the transaction. The Firm's experienced attorneys brought their expertise and deep understanding of the legal and regulatory landscape to the table, enabling the successful completion of the offering.
Through its involvement in this significant transaction, Lucosky Brookman has further strengthened its position as a leading law firm in the Micro-Cap IPO market. The Firm's focus on delivering tailored and innovative legal solutions, combined with its commitment to providing exceptional client service, has enabled it to continue to provide clients with the highest level of legal representation.
Lucosky Brookman Congratulates its Client Job.com in its Acquisition of PrincetonOne
Lucosky Brookman is thrilled to congratulate its client, Job.com, on its successful acquisition of PrincetonOne, a leading talent solutions provider. The New Jersey-based company has a strong reputation for its Recruitment Process Outsourcing (RPO) and permanent recruitment services, and the acquisition is a major milestone for Job.com's strategic plan to drive revenue and growth.
As a data-driven and AI-powered recruitment platform, Job.com is focused on using its proprietary technology to support intelligent growth and deliver an enhanced experience for both recruiters and job seekers. By acquiring successful businesses like PrincetonOne, Job.com is able to further leverage its AI algorithms and machine learning capabilities to generate better results and insights for its users.
Lucosky Brookman is proud to have acted as corporate and securities counsel to Job.com during the acquisition process.
Lucosky Brookman Successfully Represents American Rebel Holdings, Inc. in closing $13 Million Private Placement
Lucosky Brookman provided legal representation to American Rebel Holdings, Inc. in a successful private placement of common stock and warrants, which is intended to finance the planned acquisition of Champion Safe Company, in addition to funding general working capital and administrative expenses. American Rebel is a designer and marketer of branded safes, personal security, and self-defense products. The company's CEO, Andy Ross, expressed excitement about adding Champion Safe to American Rebel's family of companies, as Champion Safe has been a leading provider of quality safes and security products for over two decades. The acquisition of Champion Safe is part of American Rebel's strategic plan to expand its product lines and strengthen its position in the market.
Through its counsel, Lucosky Brookman provided legal guidance to American Rebel on the private placement of common stock and warrants. The firm's expertise in securities law and corporate finance enabled it to provide tailored advice to the client and helped ensure the success of the private placement. Lucosky Brookman has a strong track record of assisting companies in raising capital through private placements, initial public offerings, and other financing transactions. By leveraging their extensive experience in corporate finance and securities law, the firm was able to help American Rebel achieve its goals in a timely and efficient manner.
Lucosky Brookman Successfully Represents Connexa Sports Technologies Inc. in $4.2 Offering and NASDAQ Uplisting
Lucosky Brookman is pleased to have represented Connexa Sports Technologies Inc., a technology solutions provider for the sports and entertainment industry, in its successful uplisting onto the NASDAQ Capital Market. In conjunction with the uplisting, the Company completed an offering of $4.2 million of its common stock, with the sale of 1,048,750 shares of its common stock at $4.00 per share, generating gross proceeds of $4.2 million. The funds raised are expected to be used for working capital, debt reduction, and general corporate purposes, as the Company continues to pursue growth opportunities.
This uplisting and public offering are significant milestones for Connexa Sports Technologies, allowing the Company to access additional capital to support its growth objectives and expand its operations. Lucosky Brookman is proud to have played a part in the Company's success and looks forward to continuing to provide its expertise and support as Connexa Sports Technologies continues to grow and thrive in the industry.
Lucosky Brookman Successfully Represents Brain Scientific in Closing $5.6 Million Senior Secured Convertible Debenture and Warrant Offering
Lucosky Brookman represented Brain Scientific, Inc., a medical technology company, on its successful private placement of $5.6 million of senior secured convertible debentures and warrants, and converting approximately $12.9 million of existing debt into equity. The transaction will enable Brain Scientific to significantly strengthen its financial position and support the continued development and commercialization of its innovative medical technologies.
With multiple patents and FDA-cleared products, Brain Scientific is focused on developing and marketing innovative technologies to improve patient outcomes in neurology. The Company's flagship product, NeuroCap™, is a disposable EEG headset designed to simplify EEG testing and diagnosis, and reduce the cost and time of patient care. The recent private placement will allow the Company to accelerate its growth and expand its product portfolio.
Lucosky Brookman played a critical role in facilitating the private placement, providing legal guidance and expertise throughout the process. The firm's deep knowledge of securities law and regulations proved invaluable in helping Brain Scientific to achieve its financial goals.
The successful transaction demonstrates the strong partnership between Brain Scientific and Lucosky Brookman, as well as the firm's commitment to providing high-quality legal services to its clients. As Brain Scientific continues to grow and innovate, Lucosky Brookman will be there to support its legal needs and ensure its success in the dynamic and rapidly evolving healthcare industry.
Lucosky Brookman Successfully Represents EF Hutton in $16.5 Million Registered Direct Offering of Odyssey Marine Exploration, Inc.
Lucosky Brookman is proud to have represented EF Hutton, division of Benchmark Investments, LLC, in its successful $16.5 million registered direct offering of Odyssey Marine Exploration, Inc. The offering consisted of approximately 4.9 million units, each unit comprised of one share of the Company's common stock and one warrant to purchase one share of common stock, which were sold at a purchase price of $3.35 per unit.
As the sole book-running manager, EF Hutton relied on Lucosky Brookman's expertise in navigating the legal and regulatory landscape of the securities industry. Our team worked closely with EF Hutton to ensure that all legal requirements were met and that the offering was completed in a timely and efficient manner.
The gross proceeds of the offering were approximately $16.5 million, which the Company plans to use for debt reduction and general corporate purposes. Our team at Lucosky Brookman is honored to have played a critical role in the success of this transaction, which will help Odyssey Marine Exploration advance its global subsea mineral exploration and development efforts.
Lucosky Brookman Successfully Represents EF Hutton in $4 Million Offering of TC Biopharm (Holdings) PLC American Depositary Shares (ADS)
Lucosky Brookman's client, EF Hutton, division of Benchmark Investments, LLC, successfully completed a $4 million underwritten public offering of American Depositary Shares (ADS) of TC Biopharm (Holdings) PLC, a clinical-stage biotechnology company developing platform allogeneic gamma-delta T cell therapies for cancer and viral indications. Lucosky Brookman acted as counsel to EF Hutton in its capacity as sole book-running manager for the offering.
The offering consisted of 10,000,000 ADSs, each ADS representing one ordinary share of the company, at a public offering price of $0.40 per ADS, resulting in aggregate gross proceeds of $4 million, prior to deducting underwriting discounts, commissions, and other offering expenses. The underwriters were granted a 45-day option to purchase up to an additional 1.5 million ADSs at the public offering price per share, less underwriting discounts and commissions, to cover over-allotments, if any.
The successful offering is a testament to Lucosky Brookman's ability to provide effective legal counsel to clients in a variety of industries. The firm's experience and expertise in securities law, combined with its commitment to providing innovative solutions, enabled EF Hutton to navigate the complex regulatory landscape of the offering process and achieve its goals. By facilitating this offering, Lucosky Brookman has further cemented its position as a leading legal advisor to clients in the biotechnology and life sciences industries.
Lucosky Brookman Successfully Represents Aegis Capital Corp. in Pricing of $10 Million Public Offering and Nasdaq Listing of SOBR Safe, Inc.
Lucosky Brookman acted as counsel to SOBR Safe, Inc., a leading provider of innovative solutions for alcohol policy management, in connection with its successful underwritten public offering of 2,352,942 units at a price of $4.25 per common unit. The total aggregate gross proceeds from the offering were $10 million, before deducting underwriting discounts, commissions, and other estimated offering expenses.
The proceeds of the offering will be used by SOBR Safe, Inc. to support its expansion and growth, as well as to fund the development and commercialization of its cutting-edge alcohol policy management solutions. SOBR Safe, Inc.'s solutions are designed to improve public safety by providing advanced tools and technologies for alcohol testing and monitoring in a range of settings, including workplace and community environments.
Lucosky Brookman's involvement in the offering underscores the firm's reputation as a leading legal advisor to innovative companies in high-growth sectors. The firm's experience in navigating the complexities of capital markets transactions, coupled with its deep industry knowledge, enabled it to provide SOBR Safe, Inc. with the legal expertise and guidance needed to successfully complete the offering.
Lucosky Brookman Successfully Represents Modular Medical, Inc. Close $8 Million Registered Direct Offering
Lucosky Brookman played a crucial role in the successful closing of Modular Medical's registered direct offering, in which an aggregate of 449,438 shares of its common stock were sold at an offering price of $4.45 per share. In addition, pre-funded warrants to purchase up to 1,348,314 shares of common stock at an offering price of $4.44 per pre-funded warrant were also sold, which represents the per share offering price for the common stock less the $0.01 per share exercise price for each pre-funded warrant.
To complement the registered direct offering, the Company also agreed to issue unregistered common stock purchase warrants to the Investor in a private placement. The Private Placement Warrants have an exercise price of $6.60 per share and are exercisable beginning six months from the date of issuance for a period of five years. The gross proceeds from the registered direct offering and concurrent private placement are expected to be $8 million before deducting placement agent fees and other estimated offering expenses.
Lucosky Brookman served as the issuer's legal counsel and played a vital role in ensuring the successful completion of the offering. Oppenheimer & Co. Inc. acted as the sole book-running manager for the offering, and the partnership between the two firms proved to be a valuable asset throughout the process. The successful offering is a testament to the expertise of Lucosky Brookman and its ability to provide quality legal advice to its clients in the healthcare industry.
Lucosky Brookman Successfully Represents Vivakor, Inc. Close $8 Million Public Offering and Nasdaq Uplisting
Vivakor's successful closing of its underwritten public offering of 1,600,000 shares of common stock at $5.00 per share, generating a total of $8.0 million, is a testament to the company's commitment to clean energy and environmental solutions. The underwriters were also granted a 45-day option to purchase an additional 240,000 shares of Common Stock at the same price per share, less the underwriting discounts and commissions, if necessary.
Lucosky Brookman proudly acted as counsel to Vivakor during this offering, which marks a significant milestone for the company as its Common Stock began trading on the Nasdaq Capital Market under the symbol "VIVK" on February 14, 2022. This public offering will allow Vivakor to expand its operations and advance its mission of promoting social responsibility through the development of clean energy technologies and environmental solutions.
Lucosky Brookman Successfully Represents Modular Medical, Inc. Close $15 Million Public Offering and Nasdaq Uplisting
Modular Medical, Inc. is a development-stage insulin pump company focused on providing innovative solutions to reduce the burden of diabetes care for individuals living with diabetes. The company was represented by Lucosky Brookman in its underwritten public offering of 2,500,000 units, which was priced at $6.00 per unit, resulting in aggregate gross proceeds of $15 million.
The firm's experience and expertise in the corporate and securities fields ensured the successful pricing and closing of the offering. The representation included advising the company on various legal aspects of the offering, including the drafting and negotiation of the underwriting agreement, the registration statement, and other legal documents required for the offering.
The successful pricing of the underwritten public offering demonstrated the confidence of investors in Modular Medical, Inc. and its future potential. The Firm's representation helped the company to navigate the complex legal and regulatory requirements of the offering and secure the necessary funding to support its mission of providing innovative solutions to reduce the burden of diabetes care.
Lucosky Brookman Successfully Represents EF Hutton in $16.3 Million Initial Public Offering and Nasdaq Listing of TC Biopharm
Lucosky Brookman played a pivotal role in helping EF Hutton, division of Benchmark Investments, LLC, to successfully execute an initial public offering for TC Biopharm (Holdings) PLC, a biotech firm that specializes in developing allogeneic gamma-delta T cell therapies for cancer and viral indications. The IPO comprised 3,823,530 American Depositary Shares (ADSs) and warrants to purchase up to 7,647,060 ADSs, yielding a total of roughly $16.3 million in gross proceeds. The ADSs and warrants were separately issued but only sold in combination, with one ADS and two warrants offered at a combined aggregate price of $4.25. The offering also included Warrants, which would be immediately exercisable for one ordinary share deposited with the custodian for the issuance of a corresponding ADS at an exercise price of $4.25 per ADS, which would expire six years from the issuance date.
Lucosky Brookman represented EF Hutton which acted as the sole book-running manager, representing them in this successful IPO. The firm provided the necessary legal counsel to execute the IPO, making sure to comply with all necessary regulations and laws. Through their services, Lucosky Brookman helped ensure the success of the IPO, which played an integral role in the future growth and expansion of TC Biopharm (Holdings) PLC.
Lucosky Brookman Successfully Represents American Rebel Holdings, Inc. in Pricing of $10.5 Million Public Offering and Nasdaq Listing
Lucosky Brookman provided crucial support to American Rebel Holdings in navigating the complex legal and regulatory landscape associated with a public offering. As corporate and securities counsel to the Company, Lucosky Brookman offered legal advice on compliance with securities laws and regulations, assisted with drafting and reviewing offering documents, and provided counsel on a wide range of other legal matters associated with the offering.
The successful underwritten public offering was comprised of 2,530,121 Common Units, each consisting of one share of common stock and one warrant to purchase one share of common stock, at a price of $4.15 per Common Unit. This resulted in $10.5 million in aggregate gross proceeds for American Rebel Holdings.
Lucosky Brookman's expertise allowed American Rebel Holdings to complete the public offering and secure the necessary funding for its business operations, positioning the company for future growth and success.
Lucosky Brookman Successfully Represents Chardan Capital Markets LLC in connection with a $228 Millon SPAC transaction by and between WaveTech Group and Welsbach Technologies Metals Acquisition Corp.
The Firm successfully represented Chardan Capital Markets LLC in connection with the $228 million SPAC transaction between WaveTech Group and Welsbach Technology Metals Acquisition Corp.
Lucosky Brookman's team of experienced attorneys provided valuable legal advice and guidance to Chardan Capital Markets throughout the SPAC transaction process, ensuring compliance with all applicable regulations and laws. The firm's attorneys have a thorough understanding of the intricacies of SPACs, including the unique legal, regulatory, and financial challenges they present.
Their expertise in SPACs extends beyond legal advice and includes strategic and tactical advice on capital raising, mergers and acquisitions, and public market transactions. The firm has a deep understanding of the market trends and regulatory environment surrounding SPAC transactions, which enables them to provide clients with tailored legal solutions that meet their specific needs.
Lucosky Brookman Successfully Represents BiondVax Pharmaceuticals Ltd. in Closing of $9.8 million Follow-on Underwritten Offering of ADSs
Lucosky Brookman played a significant role in representing its client, BiondVax Pharmaceuticals Ltd., a biopharmaceutical company, in its successful closing of an underwritten public offering of 4,144,068 American Depositary Shares at a public offering price of $2.36 per ADS, generating gross proceeds of approximately $9.8 million for the company. BiondVax Pharmaceuticals Ltd. is committed to developing, manufacturing, and commercializing innovative products that can prevent and treat infectious diseases and other illnesses. The company intends to use the funds generated from the offering to support clinical trials, product development, working capital, and other general corporate purposes.
Lucosky Brookman acted as counsel to the Company and provided guidance on all aspects of legal and regulatory compliance matters related to the underwritten public offering. Aegis Capital Corp. served as the sole book-running manager for the offering and played a crucial role in ensuring the successful completion of the transaction. Lucosky Brookman's legal expertise and experience in representing clients in underwritten public offerings and securities transactions allowed the firm to assist BiondVax Pharmaceuticals Ltd. in achieving its financial and strategic objectives.
Lucosky Brookman Successfully Represents EF Hutton in $8.0 Million Public Offering of Applied UV, Inc.
Lucosky Brookman represented its client, EF Hutton in its successful public offering of $8.0 million of common stock of Applied UV, Inc. Applied UV, Inc. is an industry leader in air and surface pathogen elimination technology. The Company announced the pricing of its underwritten public offering of 2,666,667 shares of common stock at a public offering price of $3.00 per share, for aggregate gross proceeds of approximately $8.0 million, prior to deducting underwriting discounts, commissions, and other offering expenses.
Lucosky Brookman represented EF Hutton, a division of Benchmark Investments, LLC, in its capacity as sole book-running manager.
Applied UV is focuses on the development and acquisition of technology that address infection control in the healthcare, hospitality, commercial and municipal markets. The Company expects to use the net proceeds of this offering for general corporate purposes, including new investments and acquisitions.
Lucosky Brookman Successfully Represents Chardan Capital Markets LLC in connection with a $527 Millon SPAC transaction by and between Caravelle Group Co. Ltd. and Pacifico Acquisition Corp.
Lucosky Brookman congratulates its client Chardan Capital Markets LLC for its invaluable work closing the business combination between Pacifico Acquisition Corp., a special purpose acquisition company, and Caravelle Group Co., Ltd., a global ocean technology company. The business combination was approved by Pacifico’s shareholders on November 30, 2022. Upon completion of the business combination, Caravelle International Group, the combined company, became a publicly traded entity. The combined company’s ordinary shares commenced trading on the Nasdaq Capital Market under the symbol "CACO" on December 19, 2022.
Edward Cong Wang, Chief Executive Officer of Pacifico commented, "We are excited to complete the business combination between Pacifico and Caravelle. We are confident that, post business combination, Caravelle is well positioned to bring new growth opportunities to the industry and generate more value for shareholders."
Lucosky Brookman served as a legal advisor to Chardan Capital Markets LLC.