Transactions
Utilizing our proactive and execution-focused legal strategy, the Firm closed transactions valued at appropximately $1.2 billion in 2023.
Joseph Lucosky, Managing Partner
Transactions
Utilizing our proactive and execution-focused legal strategy, the Firm closed transactions valued at appropximately $1.2 billion in 2023.
Joseph Lucosky, Managing Partner
Transactions Closed in 2023
Unlocking Opportunities: Lucosky Brookman Drives SilverSun Technologies' Success in Strategic Investment with Jacobs Private Equity II
Lucosky Brookman’s long-time client SilverSun Technologies, Inc. (Nasdaq:SSNT) and Jacobs Private Equity II, LLC (JPE) have signed a milestone investment agreement, signaling a new era of growth and innovation for the technology solutions provider. Lucosky Brookman LLP proudly represented SilverSun in this transformative transaction. Goldman Sachs and Morgan Stanley are serving as financial advisors to JPE, while Wachtell, Lipton, Rosen & Katz is providing legal counsel.
Brad Jacobs, a veteran in completing over 500 M&A transactions, expressed his excitement about building another multibillion-dollar company. He said, "I'm excited to start building another multibillion-dollar company from scratch. Soon, I'll be providing more information about my new venture and industry, and the strategy we plan to execute."
Brad Jacobs' illustrious career includes the successful completion of approximately 500 M&A transactions and the establishment of five multi-billion dollar, publicly traded companies to date. Notable among them are XPO, Inc., GXO Logistics, Inc., RXO, Inc., United Rentals, Inc., and United Waste Systems, Inc. Each of these companies has a history of attracting top talent, leveraging technology, and achieving substantial growth through strategic capital allocations.
Mark Meller shared his perspective on the investment agreement, stating, "We believe this investment agreement will provide ideal outcomes for our stockholders, customers, and employees, including the opportunity for our stockholders to realize a substantial upfront cash payment in the form of a $2.5 million dividend."
The Lucosky Brookman team is thrilled to have played a crucial role in facilitating this transaction for SilverSun Technologies.
Lucosky Brookman Delivers Results: HeartBeam Inc. Secures $25 Million Financing with Our Expert Guidance
Lucosky Brookman is proud to have supported its client, HeartBeam Inc., a cardiac technology company, in successfully closing a secondary offering of 16,666,666 shares of common stock. This $25 million financing will enable HeartBeam to fund key clinical and regulatory milestones for its innovative 3D-vector electrocardiogram (VECG) platform, HeartBeam AIMIGo™, and prepare for its commercial launch in 2024.
HeartBeam's CEO, Branislav Vajdic, Ph.D., expressed gratitude for the additional funding, emphasizing its significance in achieving vital milestones and extending the company's cash runway into late 2024. HeartBeam is also excited to partner with Public Ventures LLC, the placement agent for the offering, to help the company grow and realize its full potential.
Lucosky Brookman is honored to have played a vital role in assisting HeartBeam throughout this financing process and looks forward to supporting the company's continued success as it works to revolutionize cardiac care.
As HeartBeam moves forward, Lucosky Brookman remains committed to providing ongoing support and guidance. Our collaborative partnership extends beyond the transactional phase, as we stand ready to address any legal or strategic challenges that may arise. With a deep understanding of the healthcare landscape and regulatory environment, our team is well-equipped to navigate complexities and ensure HeartBeam's compliance and growth. Moreover, Lucosky Brookman recognizes the broader implications of HeartBeam's technological advancements in the cardiac care industry. By leveraging our extensive network and industry insights, we aim to facilitate meaningful connections and opportunities for HeartBeam to expand its reach and impact. Whether through introductions to potential collaborators or strategic advisors, we are dedicated to fostering the ecosystem in which HeartBeam thrives. In closing, Lucosky Brookman is immensely proud to have been part of HeartBeam's journey thus far and remains committed to contributing to its future success. Together, we will continue to push boundaries, innovate, and ultimately improve patient outcomes in the field of cardiac healthcare.
Empowering Success: Lucosky Brookman Facilitates $22.5 Million Acquisition for Unique Logistics International, Inc. with Seamless Expertise
Lucosky Brookman LLP represented its client Unique Logistics International, Inc. (NASDAQ: UNQL), a global logistics and freight forwarding company, on a stock purchase agreement to acquire from Unique Logistics Holdings Limited, a Hong Kong corporation, and from Frangipani Trade Services, Inc., a United States corporation, all of Seller's share capital in ten (10) of Seller's subsidiaries and affiliates, including eight (8) directly held and two subsidiaries held by those companies.
The acquisition of these operating subsidiaries and affiliates will allow UNQL to increase logistics services in the countries of the Acquired Companies, exports from the United States to those countries, and trade among the countries of the Acquired Companies and Europe, Latin America, Canada, and Intra-Asia. The customer base acquired through the Acquired Companies is expected to increase revenue by 40% on consolidation. Moreover, UNQL will vastly increase its footprint and have direct management control of 30 offices in 5 countries including the United States and 9 additional offices managed through affiliates that are not majority owned.
Lucosky Brookman acted as a local corporate and securities counsel to Unique Logistics.
Lucosky Brookman Guides Webuy Global Limited to $15.2 Million Initial Public Offering Success
Lucosky Brookman is pleased to announce its role as Special Nasdaq Counsel to Webuy Global Ltd (Nasdaq: WBUY), a Southeast Asian community e-commerce retailer, in the successful pricing of its initial public offering (IPO) of 3,800,000 ordinary shares at a public offering price of $4.00 per share. The offering resulted in aggregate gross proceeds of approximately $15.2 million, prior to deducting underwriting discounts and offering expenses.
Webuy Global Ltd's IPO represents a significant milestone in the company's journey to expand its presence and enhance its offerings in the Southeast Asian e-commerce market. The IPO was conducted with the highest degree of professionalism and expertise, thanks to the invaluable legal guidance provided by Lucosky Brookman.
In addition to the initial offering, Webuy has also granted the underwriters a 45-day option to purchase up to an additional 570,000 ordinary shares at the IPO price, less underwriting discounts, to cover over-allotments, if any. The offering is expected to close on October 20, 2023, subject to customary closing conditions.
EF Hutton, a division of Benchmark Investments, LLC, acted as the sole book-running manager for the offering.
Congratulations to the Company in this significant transaction.
Lucosky Brookman Facilitates $15 Million Public Offering for Sonnet Biotherapeutics, Ensuring Seamless Legal Counsel for Underwriter Chardan Capital Markets LLC
Sonnet Biotherapeutics, a leading biotechnology company, closed a $15 million underwritten public offering. The offering was underwritten by Chardan Capital Markets LLC. Lucosky Brookman LLP was proud to serve as legal counsel to Chardan Capital Markets LLC in this transaction.
This news represents a major step forward for Sonnet Biotherapeutics as the funds raised through this offering will be used to further the company's mission of developing innovative treatments for patients in need. The successful underwritten public offering showcases the confidence that investors have in the company and its ability to bring new and impactful treatments to market.
Lucosky Brookman's Expertise Shines: EF Hutton Thrives in $11 Million Public Offering Represented by our Accomplished Legal Team
Lucosky Brookman LLP represented its client EF Hutton, a division of Benchmark Investments, LLC, in the successful closing of LQR House Inc.'s underwritten public offering. The offering involved 157,142,857 shares of common stock, each with a par value of $0.0001 per share, at a public offering price of $0.07 per share. The total aggregate gross proceeds reached $11,000,000 before accounting for underwriting discounts and other associated expenses.
Acting as the sole book running manager for the offering, EF Hutton played a crucial role in ensuring the smooth execution of this strategic financial initiative. Lucosky Brookman LLP provided legal representation to EF Hutton throughout the transaction.
Lucosky Brookman Celebrates Modular Medical's $9.4 Million Public Offering, Showcasing Our Proven Support and Expertise
Lucosky Brookman represented its client Modular Medical, Inc. (Nasdaq: MODD), in its succesful pricing of its upsized underwritten public offering. Modular Medical, a development stage insulin delivery technology company, aims to revolutionize the market by introducing the next generation of easy-to-use and affordable insulin pump technology.
The net proceeds from the offering are projected to be approximately $8.3 million. Modular Medical intends to utilize these funds for general corporate purposes, including working capital, operational expenses until the approval of its product by the FDA, the development of its initial sales and marketing infrastructure, additional research and development endeavors, as well as the establishment of manufacturing and production capabilities along with related capital expenditures.
Lucosky Brookman Proudly Represents Chardan Capital Market in connection with VinFast Auto Ltd.'s Nasdaq Listing and Business Combination, Reflecting Our Commitment to Client Success
Lucosky Brookman is thrilled to have successfully represented its client Chardan Capital Markets in connection with the Nasdaq listing and successful business combination of VinFast Auto Ltd. with Black Spade Acquisition Co. This milestone achievement was celebrated with the ringing of the Nasdaq opening bell on Tuesday, August 15th, 2023.
Lucosky Brookman acted as counsel to Chardan, contributing to the successful realization of this transformative endeavor. This pivotal moment positioned VinFast as the largest Vietnamese company listed on the U.S. stock market by market capitalization.
As a result of this transformative business combination, the newly formed entity will operate under the name VinFast Auto Ltd. The collaboration with Black Spade will continue to fuel the growth of the VinFast brand, providing valuable business advisory support and facilitating direct investor engagement.
The synergy between Lucosky Brookman, Chardan Capital Markets, and the visionary VinFast management team highlights the firm's unwavering commitment to guiding clients through complex transactions and pivotal milestones. This achievement further solidifies Lucosky Brookman's position as a trusted legal partner for businesses navigating the complexities of corporate finance and securities law.
Lucosky Brookman Celebrates SRM Entertainment, Inc.'s Triumph: Successful IPO and Spinoff Highlight Our Firm's Exceptional Support
Lucosky Brookman LLP, is delighted to extend its heartfelt congratulations to SRM Entertainment, Inc. on the successful pricing of its initial public offering (IPO) and simultaneous spinoff. Lucosky Brookman played a pivotal role as Special Nasdaq Counsel, contributing to the successful completion of the transaction.
SRM Entertainment, Inc., a forward-looking entertainment company, issued 1,250,000 shares of its common stock at a public offering price of $5.00 per share. All the shares within the offering are being issued by SRM, culminating in anticipated gross proceeds of $6.25 million before factoring in underwriting discounts, commissions, and other associated offering expenses payable by SRM.
The shares commenced trading on The Nasdaq Capital Market under the symbol "SRM". As an additional facet of the offering, SRM has extended a 45-day option to the underwriters, enabling them to purchase up to an additional 187,500 shares of SRM's common stock at the initial public offering price, with underwriting discounts and commissions applied.
The successful execution of this transaction is emblematic of the synergy between SRM Entertainment, Inc. and its financial partners.
EF Hutton, a division of Benchmark Investments, LLC, serves as the lead book-running manager, while Dominari Securities LLC operates as the co-manager. Their collective efforts have not only streamlined the IPO process but also ensured that SRM's vision is realized on the grand stage of The Nasdaq Capital Market.
Lucosky Brookman Drives Success - Grom Social Enterprises, Inc. Secures $3 Million Private Placement with Our Trusted Representation
Lucosky Brookman LLP represented its client, Grom Social Enterprises, Inc. (NASDAQ: GROM), a media, technology and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, with respect to closing a private placement transaction with a single institutional investor and raising gross proceeds of approximately $3.0 million. The Company issues 1,327,434 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase 2,323,010 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) was sold together with accompanying warrants at a combined effective purchase price of $2.26 priced at-the-market under Nasdaq rules. The pre-funded units were sold at the same price less the pre-funded warrant exercise price of $0.01. The warrants will be immediately exercisable from the date of issuance at an initial exercise price of $2.26 per share, subject to adjustments as set forth therein, and will expire five years from the date of issuance.
Lucosky Brookman LLP Serves as Special NASDAQ Counsel to Lucy Scientific Discovery, Inc. in Connection with Successful IPO
Lucosky Brookman LLP is proud of its role as Special NASDAQ Counsel to Lucy Scientific Discovery, Inc. in connection with the successful completion of the company's recent initial public offering (IPO). Lucy Scientific Discovery is a clinical-stage biotechnology company committed to developing innovative gene therapies.
Lucosky Brookman LLP provided strategic and legal guidance to Lucy Scientific Discovery, enabling the company to achieve success in the IPO. The firm's seasoned securities lawyers have in-depth knowledge and experience in dealing with the legal and regulatory requirements associated with going public. They worked closely with Lucy Scientific Discovery throughout the IPO process to help the company meet NASDAQ's stringent listing standards and compliance requirements, which were vital to the success of the offering.
Lucosky Brookman LLP played a pivotal role in advising the company on the nuances of NASDAQ's rules and regulations, the preparation of the prospectus, and the filing of the registration statement. They were also instrumental in providing guidance to the company on the preparation of its governance and compliance policies, which are essential to maintaining the company's status as a publicly traded entity.
Lucosky Brookman Represents its Client, Clean Vision Corporation on its $4M Financing to Fund Planned Global Expansion
Lucosky Brookman represented its client, Clean Vision Corporation (OTCQB: CLNV), an emerging leader in the sustainable clean technology and green energy sectors, in its $4 million dollar financing round that closed on February 23, 2023, which will allow the Company to rapidly execute on its business model supporting a portfolio of sustainable ventures targeting key environmental challenges.
Funding comes from a multi-billion-dollar, multi-strategy platform hedge fund with approximately $5B in assets under management that seeks to build talent density across all areas of its business, providing its team with world class resources for optimal results.
“This capital will allow Clean Vision to rapidly expand our global operations and provide Clean-Seas the necessary resources to close its acquisition of Ecosynergie Group in Morocco with current expectations to begin recognizing revenue from current operations,” stated Dan Bates, CEO of Clean Vision. “EcoCell will also benefit from this investment, and we look forward to completing our hybrid hydrogen fuel cell technology.”
Lucosky Brookman Successfully Represents SOBR Safe, Inc. in its offering of $3.5 Million Convertible Senior Notes
Lucosky Brookman is proud to have represented their client, SOBR, in their successful partnership with Aegis Capital Corp. As a trusted legal advisor to SOBR, Lucosky Brookman is thrilled to have played a key role in this exciting achievement.
SOBR, a leading provider of technology-enabled alcohol monitoring devices, has announced that Aegis Capital Corp acted as its exclusive placement agent for a $3.5 million financing round. The financing will be used to support the growth of SOBR's cutting-edge alcohol monitoring technology and expand their presence in the market.
"We are thrilled to have been able to support SOBR in this important transaction," said Joseph Lucosky, Managing Partner of Lucosky Brookman. "SOBR is a true innovator in the alcohol monitoring space, and we are proud to have played a role in helping them secure the financing they need to continue their important work."
"This minimally dilutive financing is consistent with our long-term capital markets strategy, and allows us to ‘pull-forward' technology enhancements previously considered for 2024," said Chairman & CEO David Gandini. "With this accelerated pace, we can be even more opportunistic in executing our sales, integration and licensing strategy - while further extending our financial runway."
Lucosky Brookman LLP Serves as Special NASDAQ Counsel to Mangoceuticals, Inc. in Connection with Successful IPO
Lucosky Brookman LLP is proud to have acted as Special NASDAQ Counsel to Mangoceuticals, Inc., a company focused on developing, marketing and selling a variety of men's health and wellness products via a secure telemedicine platform, in pricing of its initial public offering of 1,250,000 shares of its common stock at a public offering price of $4.00 per share for a total of $5,000,000 of gross proceeds to the Company. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 187,500 shares of its common stock at the public offering price of $4.00 per share, less the underwriting discounts and commissions, to cover over-allotments, if any.
Lucosky Brookman LLP provided strategic and legal guidance to Mangoceuticals, enabling the company to achieve success in the IPO. The firm's seasoned securities lawyers have in-depth knowledge and experience in dealing with the legal and regulatory requirements associated with going public. They worked closely with Mangoceuticals throughout the IPO process to help the company meet NASDAQ's stringent listing standards and compliance requirements, which were vital to the success of the offering.
Lucosky Brookman LLP played a pivotal role in advising the company on the nuances of NASDAQ's rules and regulations, the preparation of the prospectus, and the filing of the registration statement. They were also instrumental in providing guidance to the company on the preparation of its governance and compliance policies, which are essential to maintaining the company's status as a publicly traded entity.
Lucosky Brookman's Expert Guidance Secures EF Hutton's $4.0 Million Private Placement for Reliance Global Group, Inc.
Lucosky Brookman represeted its client, EF Hutton, division of Benchmark Investments, LLC, on its successful $4.0 million Private Placement for Reliance Global Group, Inc. (NASDAQ: RELI; RELIW), an InsurTech pioneer which combines artificial intelligence (AI) and cloud-based technologies with the personalized experience of a traditional insurance agency.
Under the terms of the securities purchase agreement, the Company sold 155,038 shares of common stock and accompanying common warrants and 897,594 pre-funded warrants and accompanying common warrants to purchase an aggregate of 2,105,264 shares of common stock underlying the common warrants. Each Common Unit was sold at a combined effective purchase price of $3.80 and the Pre-Funded Units were sold at the same price as the Common Units less the pre-funded warrant exercise price of $0.001. The common warrants will be exercisable six months from the date of issuance at an initial exercise price of $3.55 per share, subject to adjustments as set forth therein, and will expire five and a half years from the date of issuance.
Lucosky Brookman LLP Empowers U Power's Successful IPO as Special NASDAQ Counsel, Demonstrating Strategic Excellence
Lucosky Brookman LLP is proud of its role as Special NASDAQ Counsel to U Power Limited, a company focused on commercializing battery swapping and compatible electric vehicles, in pricing of its initial public offering of 2,500,000 shares of its common stock at a public offering price of $7.00 per share for a total of $17,500,000 of gross proceeds to the Company.
Lucosky Brookman LLP provided strategic and legal guidance to U Power, enabling the company to achieve success in the IPO. The firm's seasoned securities lawyers have in-depth knowledge and experience in dealing with the legal and regulatory requirements associated with going public. They worked closely with U Power throughout the IPO process to help the company meet NASDAQ's stringent listing standards and compliance requirements, which were vital to the success of the offering.
Lucosky Brookman Represents Grom Social Enterprises, Inc. in Closing a $4.0 Million Private Placement
Lucosky Brookman congratulates its client Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) in the successful closing of a $4.0 million private placement. This significant financial transaction, which bolsters Grom's position in the media, technology, and entertainment sector, marks a crucial step in the company's growth and strategic initiatives.
Grom Social Enterprises, Inc., recognized for its dedication to family-friendly programming, web filtering technology, and safe social media for kids, officially closed the first phase of its private placement of a convertible promissory note. The notes, with an initial principal amount of $4,000,000, were issued pursuant to the securities purchase agreement entered into on November 9, 2023, with a single institutional investor.
The institutional investor, a key participant in this transaction, demonstrated confidence in Grom's business model and growth potential. As part of the agreement, Grom has committed to issuing warrants to the investor, enabling them to acquire a total of 1,514,072 shares of Common Stock. This comprises 757,036 shares of Common Stock with an exercise price of $1.78 per share and an additional 757,036 shares with an exercise price of $0.001 per share. These warrants provide the investor with a unique opportunity to align their interests with Grom's future success.
Lucosky Brookman acted as a company counsel to Grom Social Enterprises, Inc., while EF Hutton LLC acted as the exclusive placement agent for this offering.
The net proceeds from this private placement will be utilized by Grom for general working capital and administrative purposes. This strategic allocation of funds positions the company for sustained growth and innovation in its mission to provide safe and engaging digital experiences for children and families.
Lucosky Brookman Facilitates Sonnet BioTherapeutics' Successful Public Offering, Partnering with Chardan Capital to Drive Results
Lucosky Brookman successfully represented Chardan Capital in the recent underwritten public offering by Sonnet BioTherapeutics Holdings, Inc. (SONN). Sonnet, a clinical-stage company pioneering innovative targeted biologic drugs, revealed the pricing of an underwritten public offering that marks a significant milestone in their journey. The offering, led by existing investors, is set to raise vital capital for the company's ongoing research and development efforts, clinical trials, and general corporate purposes.
Sonnet BioTherapeutics, disclosed the pricing details of their public offering, which included 2,843,750 shares of common stock (or pre-funded warrants) and investor warrants to purchase up to 5,687,500 shares of common stock. Each common stock share (or pre-funded warrant) was packaged with two investor warrants, offered at a combined price of $1.60 per package, resulting in total gross proceeds of approximately $4.55 million. This amount is calculated before underwriting discounts, commissions, and any offering expenses incurred by Sonnet.
Investors who participate in this offering will receive investor warrants that are exercisable for one share of common stock at an exercise price of $1.60 per share. These warrants can be exercised for a period of five years, starting from the date of issuance. The closing occurred on October 27, 2023.
The net proceeds generated from this public offering will significantly bolster Sonnet's operations, providing funds for research and development activities, including vital clinical trials. These funds will also enhance working capital and support the company's overall corporate needs.
Chardan Capital, alongside Ladenburg Thalmann & Co. Inc., served as joint book-running managers in overseeing the offering.
At Lucosky Brookman, we take great pride in our role as both legal advisors and business owners. This dual perspective equips us with a comprehensive comprehension of the legal and business challenges encountered throughout a company's lifecycle. Our dedication lies in delivering efficient and trustworthy legal counsel that not only meets but exceeds our clients' expectations. Additionally, we prioritize providing clear and concise guidance that can be promptly implemented, ensuring our clients can navigate their business endeavors with confidence and clarity.
Joseph Lucosky, Managing Partner
Lucosky Brookman's Strategic Prowess Shines: Titan Partners Group Achieves Milestone Inaugural Deal with $4 Million Registered Direct Offering of CISO Global Inc., Guided by Our Expert Representation
Lucosky Brookman congratulates its client, Titan Partners Group, a division of American Capital Partners, LLC, in its successful completion of its first transaction - the $4 million registered direct offering of CISO Global Inc. (NASDAQ: CISO). CISO is an industry leader in managed cybersecurity and compliance solutions, headquartered in Scottsdale, Arizona.
The gross proceeds from the offering are expected to amount to approximately $4.0 million, before deducting placement agent fees and other estimated offering expenses payable by the Company. CISO intends to utilize the net proceeds for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, acquisitions of additional companies or technologies, and debt repayment.
Lucosky Brookman represented Titan Partners Group in its capacity as sole placement agent for the offering. The firm's experienced attorneys provided invaluable legal counsel and strategic guidance, ensuring a smooth and successful completion of the registered direct offering.
"We extend our warmest congratulations to Titan Partners Group on the successful $4 million registered direct offering of CISO Global Inc.," said Joseph Lucosky, managing partner at Lucosky Brookman LLP. "This transaction exemplifies the strength of our client's expertise and the dedication of our firm to delivering exceptional legal services in the corporate finance and securities field. We are proud to have played a significant role in this achievement."
Lucosky Brookman Successfully Represents EF Hutton on the Triumph of Bone Biologics Corporation's $5.0 Million Underwritten Public Offering, Showcasing Our Commitment to Success
Lucosky Brookman represented its client Benchmark Investments, LLC, in its successful closing of the underwritten public offering on behalf of Bone Biologics Corporation (NASDAQ: BBLG). This transaction is a testament to the relentless dedication and tireless work of all parties involved, especially the efforts of our exemplary legal team in collaboration with EF Hutton.
This deal, encompassing the sale of 2,538,071 shares of common stock at a public offering price of $1.97 per share, has resulted in gross proceeds, prior to deducting underwriting discounts and commissions and other offering expenses, of approximately $5.0 million for Bone Biologics, a pioneer in the development of orthobiologic products for the spine fusion markets.
EF Hutton and Security Matters (SMX) PLC Facilitate Pricing of $3.2 Million Offering
Lucosky Brookman supported its client EF Hutton, a division of Benchmark Investments, LLC, in its role as the sole underwriter and bookrunner, for pricing the public offering of securities for Security Matters (SMX) PLC.
It has been a truly rewarding experience for our team to contribute to a transaction that aids SMX's mission of providing technology solutions for businesses transitioning to a low-carbon economy. Our excitement is heightened by the opportunity to work alongside respected firms like EF Hutton and Lucosky Brookman, witnessing the collective goal achievement through diligent effort and legal acumen.
Lucosky Brookman's Expertise Fuels American Rebel Holdings, Inc.'s Success with $3 Million Private Placement
Lucosky Brookman represented its client, American Rebel Holdings, Inc., in its successful raised $3.0 million through a private placement. The company, known for its distinctively branded safes, personal security, self-defense products, and branded apparel, has effectively navigated the transaction process.
Our team worked hand-in-hand with the exclusive placement agent for the offering, EF Hutton, a division of Benchmark Investments, LLC. Our joint efforts ensured the process unfolded smoothly, effectively, and in the best interests of our client.
The transaction entailed selling 686,499 shares of common stock (or pre-funded warrants in lieu thereof), and warrants to purchase 686,499 shares of common stock, each bundled with accompanying warrants at an effective purchase price of $4.37. These warrants will be immediately exercisable at an initial price of $4.24 per share and will expire five years from the date of issuance.
The raised funds will primarily be used to bolster American Rebel's general working capital and facilitate administrative purposes, reinforcing the company's position for future growth.
Lucosky Brookman Facilitates Sonnet BioTherapeutics Holding, Inc.'s Successful $2.25 Million Capital Raise
Lucosky Brookman represented its client, Chardan Capital Markets LLC, in its successful capital raise of $2.25 million for Sonnet BioTherapeutics Holdings, Inc. in an overnight registered direct offering and concurrent private placement.
The collaborative efforts of our attorneys and all parties were instrumental in steering this transaction to a successful close. Our role in this transaction underscores our ongoing commitment to our clients and our ability to successfully navigate complex deals. We extend our congratulations to Chardan and Sonnet on this significant achievement. This success is a testament to the hard work and persistence of the teams at both Chardan, Sonnet and our law firm, emphasizing our shared commitment to excellence.
At Lucosky Brookman, we extend beyond conventional legal advisory services to act as a pivotal bridge connecting our clients' challenges with the solutions essential to their ultimate success.
Seth Brookman, Partner
Lucosky Brookman Represents Spartan Capital Securities, LLC in Janover Inc.'s $5.65 Million Initial Public Offering
Lucosky Brookman represented its client Spartan Capital Securities, LLC in Janover Inc.'s initial public offering (IPO). Janover (Nasdaq: JNVR), a B2B fintech marketplace connecting commercial property borrowers and lenders, has closed its IPO, signaling a significant milestone for the company and its investors. Janover raised approximately $5.65 million in aggregate gross proceeds, with the underwriters' option potentially adding to the total. The offering closed on July 27, 2023.
The company sold 1,412,500 shares of common stock at a public offering price of $4.00 per share. This total gross proceeds were $5.65 million before accounting for any underwriting discounts, commissions, or other offering expenses. Additionally, the underwriters have been granted a 45-day option to purchase up to an additional 211,875 shares of common stock at the initial public offering price, allowing them to cover any over-allotments that may arise during the offering process.
In connection with the IPO, Janover has listed its common stock on the Nasdaq Capital Market. Trading under the symbol "JNVR" commenced July 25, 2023. This listing marks a significant moment in Janover's journey as a publicly traded company, opening up new opportunities for growth, visibility, and access to capital markets.
Janover has strategically planned the allocation of net proceeds from the IPO to support its long-term goals and enhance its position within the fintech marketplace. A substantial portion of the net proceeds will be channeled towards the development of new products and the improvement of existing offerings. This investment aims to bolster the company's ability to meet the evolving needs of commercial property borrowers and lenders effectively. Janover intends to allocate funds to expand its sales and marketing capabilities. A robust marketing strategy will enable the company to increase brand awareness, attract more users to its platform, and foster strategic partnerships within the industry. The remaining proceeds will be utilized for general corporate purposes, including capital expenditures and working capital. These funds will play a crucial role in supporting day-to-day operations and ensuring the company's ongoing stability and growth.
Spartan Capital Securities, LLC, and R.F. Lafferty & Co., Inc. served as joint book-running managers. Lucosky Brookman had the privilege of representing Spartan Capital Securities, LLC.
Lucosky Brookman Represents Kingswood Investments in MIRA Pharmaceuticals, Inc.'s pricing of $8.9 Million Initial Public Offering and Nasdaq Listing
Lucosky Brookman represented its client Kingswood Investments, a division of Kingswood Capital Partners, LLC, in the successful initial public offering (IPO) of MIRA Pharmaceuticals, Inc. (NASDAQ: MIRA). MIRA Pharmaceuticals is a pre-clinical-stage pharmaceutical company focused on the development and commercialization of a new synthetic THC analog.
MIRA Pharmaceuticals priced its IPO at $7.00 per share, offering 1,275,000 shares of common stock for aggregate gross proceeds of $8.9 million, before deducting underwriting discounts, commissions, and other offering expenses. The company also granted the underwriter a 45-day option to purchase an additional 191,250 shares of common stock at the IPO price, less underwriting discounts and commissions, to cover over-allotments, if any.
MIRA Pharmaceuticals plans to utilize the net proceeds from the IPO to advance its clinical development programs, as well as for working capital and general corporate purposes, demonstrating the company's commitment to its growth and expansion plans.
Lucosky Brookman Adds Value as NeurAxis, Inc. Achieves Success with $6.5 Million Initial Public Offering Pricing
Lucosky Brookman’s client NeurAxis, Inc. (AMEX: NRXS), a pioneering medical technology company specializing in the development of innovative neuromodulation therapies aimed at addressing chronic and debilitating conditions in both children and adults, has successfully priced its underwritten initial public offering. Lucosky Brookman is pleased to represent NeurAxis in this pivotal moment.
The highly anticipated IPO involved the offering of 1,166,667 shares of common stock at an initial public offering price of $6.00 per share. This achievement is poised to provide NeurAxis with a significant boost, with expected gross proceeds of approximately $6,500,000 from the offering, prior to accounting for underwriting discounts, commissions, and estimated offering expenses payable by the Company. Furthermore, NeurAxis has also granted the underwriters a 45-day option to acquire up to an additional 175,000 shares of common stock at the initial public offering price, with the underwriting discount applied.
Lucosky Brookman is honored to stand alongside NeurAxis in this transformative moment, and we extend our heartfelt congratulations to the entire NeurAxis team for reaching this significant milestone. We recognize the significance of NeurAxis' journey in advancing neuromodulation therapies to enhance the lives of individuals suffering from chronic and debilitating conditions.
The net proceeds from this IPO will play a crucial role in driving NeurAxis' growth and expansion plans. The Company has outlined a strategic allocation of the net proceeds towards various key areas, including sales and marketing activities, furthering research and development efforts, facilitating payments to executive officers as outlined in their respective employment agreements, and supporting general corporate endeavors. This well-rounded approach signifies NeurAxis' dedication to continuous innovation and its commitment to positively impacting the lives of those in need.
Lucosky Brookman Serves as Special Nasdaq Counsel for Sacks Parente Golf's IPO and Nasdaq Listing
Lucosky Brookman is thrilled to have had the opportunity to serve as Special Nasdaq Counsel for Sacks Parente Golf, Inc. (NASDAQ:SPGC) in its Initial Public Offering and Nasdaq listing. The Company, a trailblazing technology-forward golf enterprise, has solidified its presence in the market with a diverse portfolio of innovative golf products, including putting instruments, golf shafts, golf grips, and other cutting-edge golf-related merchandise.
The net proceeds from this successful IPO will play a pivotal role in the Company's strategic growth initiatives. The funds will be allocated towards exploring new opportunities and expanding its presence across the Asian market. Additionally, the capital infusion will support marketing efforts, professional tour-related expenses, debt repayment, accrued compensation disbursement, manufacturing expansion, as well as working capital and general corporate undertakings.
The collaborative efforts between Lucosky Brookman, The Benchmark Company, LLC, and other top law firms, have successfully navigated through the complexities of the IPO landscape, showcasing the firms' ability to achieve remarkable outcomes even during challenging times.
The IPO and Nasdaq listing represent not only a financial milestone for Sacks Parente Golf, Inc., but also a testament to the unwavering commitment of all involved parties. Lucosky Brookman, The Benchmark Company, LLC, and the legal advisory team have demonstrated their proficiency in navigating the intricate IPO landscape, reinforcing their status as leading players in the legal and financial sectors.
Lucosky Brookman's Expert Guidance Enables Lucy Scientific Discovery, Inc. to Secure High Times Intellectual Property Acquisition
Congratulations to Lucosky Brookman’s client Lucy Scientific Discovery, Inc. (NASDAQ: LSDI) on announcing a significant milestone in its growth journey with the acquisition of the intellectual property of High Times. This transaction positions Lucy as a key player in the cannabis sector and promises to unlock new avenues of high-margin revenue generation on a global scale.
The acquisition encompasses not only the prestigious Hightimes.com domain but also includes the valuable trademarks associated with the Cannabis Cup and 420.com brands, along with their respective domain names. In exchange for this IP treasure trove, High Times will be granted a 19.9% stake in Lucy's outstanding stock, coupled with performance-based payments, solidifying a mutually beneficial partnership.
Lucy Scientific Discovery's Executive Chairman and CEO, Richard Nanula, expressed great enthusiasm for this momentous development in a recent news release. "Lucy expects this acquisition to drive high-margin revenue quickly and sustainably across the cannabis sector around the world," Nanula stated. "This is a great opportunity to grow the market presence of the nearly 50-year-old High Times brand globally through licensing and online distribution. We are confident that this opportunity can add significant value for our shareholders."
With this strategic move, Lucy Scientific Discovery positions itself at the forefront of the cannabis industry, capitalizing on the heritage and recognition of the High Times brand to expand its global footprint. The acquisition aligns with Lucy's overarching mission to deliver innovation, value, and growth to its shareholders, while also contributing to the vibrant and evolving cannabis sector.
This milestone represents a transformative step forward for Lucy Scientific Discovery, opening up a world of opportunities and setting the stage for an exciting future in the cannabis industry.
Grom Social Enterprises, Inc. Closes $3.0 Million Public Offering
Lucosky Brookman congratulate its client Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) on closing its underwritten public offering, marking a significant financial milestone for the company. The offering comprised 946,000 units and 54,000 pre-funded units, generating aggregate gross proceeds of approximately $3.0 million before accounting for underwriting discounts, commissions, and other estimated offering expenses.
Each unit in the offering consisted of one share of common stock, one Series A warrant, and one Series B warrant. The combined Series A and Series B warrants are exercisable at an exercise price of $3.00 per share and will remain valid for five (5) years from the date of issuance. The 54,000 pre-funded units included one pre-funded warrant, identical Series A and Series B warrants, and were exercisable for one share of common stock. The pre-funded warrants have an exercise price of $0.001 per share and are immediately exercisable, with the option to exercise until all pre-funded warrants are used in full.
Additionally, Grom Social Enterprises, Inc. extended an option to the underwriters, allowing them a 45-day window to purchase up to an additional 150,000 shares of common stock and/or pre-funded warrants, Series A warrants, or Series B warrants. This option was exercised by the underwriters on September 8, 2023, resulting in the purchase of an additional 150,000 Series A Warrants and 150,000 Series B Warrants.
The net proceeds from this offering are slated for allocation towards working capital and general corporate purposes, strengthening the company's financial position and strategic growth initiatives.
Legal counsel for Grom Social Enterprises, Inc. was provided by Lucosky Brookman LLP, while EF Hutton, a division of Benchmark Investments, LLC, acted as the sole book running manager.
This successful offering underscores Grom Social Enterprises, Inc.'s commitment to its strategic objectives and its determination to fortify its presence in the market. The company is poised for a promising future, leveraging the proceeds to drive its mission forward.
Lucosky Brookman Represents Brüush in $5 Million Private Placement Transaction
Lucosky Brookman is proud to announce its successful representation of Brüush Oral Care Inc. (NASDAQ: BRSH), known for its innovative and high-quality dental products, in a $5 million private placement offering. The deal was executed with a prominent institutional investor. This transaction is poised to fuel Brüush's growth and innovation in the oral care industry.
Brüush Oral Care Inc. has advanced its financial future through a private placement transaction aimed at supporting its development initiatives. The company will issue 79,724 common shares, a prefunded common share purchase warrant enabling the purchase of 7,181,146 common shares, and a common share purchase warrant for the acquisition of 8,350,000 common shares. Both the Common Warrant and the Prefunded Warrant come with a five (5) year term from their date of issuance.
Lucosky Brookman was pivotal in facilitating this transaction, bringing their extensive legal expertise and experience in corporate finance to the forefront. By representing Brüush, Lucosky Brookman has reinforced its commitment to assisting innovative companies in achieving their strategic goals and financial objectives.
In a statement, the team at Lucosky Brookman expressed their enthusiasm for their role in this deal. "We are delighted to have represented Brüush in this private placement transaction, enabling them to secure the capital needed to accelerate their growth and reach new heights in the oral care industry. Our commitment to serving our clients' best interests is unwavering, and we look forward to seeing the positive impact this investment will have on Brüush."
EF Hutton, a division of Benchmark Investments, LLC, acted as the exclusive placement agent for this private placement.
Lucosky Brookman Represents EF Hutton in Pineapple Financial Inc.'s Successful $3.5 Million Initial Public Offering
Lucosky Brookman LLP represented its client EF Hutton in Pineapple Financial Inc.’s successful closing of its initial public offering (IPO). The Company, listed on the NYSE American under the ticker symbol "PAPL," raised $3.5 million through the issuance of 875,000 common shares at a public offering price of $4.00 per share.
Pineapple Financial Inc., based in Canada, is a tech-focused mortgage brokerage boasting an integrated network of partner brokerages and agents spanning the entire country. The Common Shares began trading on the NYSE American Exchange on November 1, 2023, marking a significant milestone for the Company and its investors.
EF Hutton, a division of Benchmark Investments, LLC, played a pivotal role as the sole book-running manager for the Offering. Dominari Securities LLC served as co-manager for the IPO. Lucosky Brookman LLP acted as counsel to EF Hutton in connection with the Offering.
The aggregate gross proceeds of $3.5 million, before deducting underwriting discounts and other Offering expenses, will empower Pineapple Financial Inc. to fuel its growth initiatives and further solidify its position as a leader in Canada's tech-driven mortgage brokerage sector.
Lucosky Brookman Represents Maxim Group LLC in Worksport Ltd.’s $4.7 Million Registered Direct Offering and Concurrent Private Placement
Lucosky Brookman LLP represented Maxim Group LLC in a registered direct and private placement transaction with Worksport Ltd. (Nasdaq: WKSP; WKSPW). Worksport, a leading player in the automotive industry, has entered into a securities purchase agreement with a single institutional investor to procure 3,500,000 shares of common stock (or pre-funded warrants) in a registered direct offering. Simultaneously, Worksport has agreed to issue warrants for the purchase of up to 7,000,000 additional shares of common stock in a concurrent private placement.
The combined effective offering price for each share of common stock (or pre-funded warrant) and accompanying warrant is $1.34. The warrants will become exercisable six months from issuance, with an expiration period of five and a half years from the issuance date, and an exercise price of $1.34 per share.
The gross proceeds to Worksport from this dual offering are estimated to reach approximately $4.7 million before accounting for the placement agent's fees and other related offering expenses. The net proceeds generated from this offering will be allocated to support Worksport's working capital needs and general corporate purposes.
Maxim Group LLC acted as the sole placement agent in this transaction. Lucosky Brookman served as Underwriters Counsel to Maxim Group LLC on the transaction.
Lucosky Brookman Represents EF Hutton in Successful Closure of Treasure Global Inc's $4 Million Public Offering
Congratulations to Treasure Global Inc (NASDAQ: TGL), the Company, for successfully closing its underwritten public offering. Lucosky Brookman is pleased to announce its role as legal counsel representing EF Hutton LLC, the sole book running manager for the offering.
Treasure Global Inc completed the offering, which included 26,014,000 shares of common stock at a public offering price of $0.10 per share, along with 14,000,000 pre-funded warrants, each carrying the right to purchase one share of common stock at a public offering price of $0.0999 per Pre-Funded Warrant. The aggregate gross proceeds reached an impressive $4.0 million, showcasing the confidence and support from the investment community.
The underwriters have been granted a 45-day option to purchase up to an additional 6,002,100 shares of common stock at the public offering price per share and/or pre-funded warrants at the public offering price per Pre-Funded Warrant. This option allows flexibility to cover any over-allotments, further demonstrating the strong interest in Treasure Global Inc's prospects.
EF Hutton played a pivotal role as the sole book running manager for this offering. Their expertise and strategic guidance were instrumental in navigating the complexities of the transaction, contributing to the success of the closing.
