Experience

Representation of Maryland-Based Cannabis Companies

Represented cannabis client in connection with secured lending transaction, a private placement of convertible securities by related issuers, ongoing regulatory matters and general corporate matters.

Counseled Client Regarding Conflicts of Interest

Advised SEC-registered investment adviser in connection with risk assessment of conflicts of interest identification and evaluation process, including elimination, mitigation and disclosure of conflicts.

Advised on Admission to Trading, £17 Million Fundraising

Advised Samarkand Group PLC, a cross-border e-commerce technology and retail group, on the admission of its ordinary shares to trading on the APEX segment of the Aquis Stock Exchange Growth Market in the U.K. The significantly oversubscribed fundraising was scaled up from its original £10 million target to accommodate demand from institutional and qualified investors. The final amount raised was £17 million (before expenses) at an issue price of 115 pence per share. The net proceeds will be used primarily for the expansion of Samarkand’s business development activities and to progress the Nomad platform, its proprietary software platform.

Represented Medical Technology Company in IPO

Supported a medical technology company in completing its Initial Public Offering and trading on the Nasdaq.

Counseled Government Investment Vehicle in Formation and Launch

Assisted local governments and SEC-registered investment manager in forming and launching a pooled investment vehicle for local governments in Missouri.

Joint Venture Restructuring and Related Fund Raising

Advised an LSE-listed mining company in the restructuring of its joint venture in Canada, and $3 million fundraising through convertible notes and shares.

Registered or Secured Exemptions for $600 Million Church Extension Fund

Acted as registration counsel for large church extension fund and obtained registration approvals or exempt filings under Blue Sky Laws in 49 jurisdictions on annual basis.

Issuer Counsel to Health Care/Fintech Emerging Company

Negotiated multimillion-dollar Series Seed funding round for Missouri company with health care and financial technology product. Investors included leading venture capital firms from Chicago and St. Louis.

Led Capital Formation Efforts for Missouri Medical Marijuana Licensees

Since 2020 served as lead securities and offering counsel for eight licensees under Missouri’s cannabis laws and regulations. The aggregate value of the various offerings of equity securities and convertible promissory notes exceeds $75 million and involved more than 40 facility licenses.

Advised on the Public Takeover of an AIM-Quoted Oil and Gas Company

Advised AIM-quoted oil and gas exploration company in connection with the acquisition of all its outstanding securities by way of a scheme of arrangement under English law.

Advised on the Reverse Takeover of an AIM-Quoted Oil and Gas Company and the Acquisition of Egyptian Oil and Gas Assets

Advised AIM-quoted oil and gas company in its acquisition of oil and gas interests in Egypt, contemporaneous reverse takeover and equity fundraising.

Advised an Oil and Gas Company on its Introduction to AIM

Advised an exploration and production oil and gas company on its introduction to AIM.

£13.57 Million Subscription, Placement by Oil and Gas Company

Advised AIM-quoted oil and gas company on its subscription and placing to raise an aggregate of £13.57 million.

£34 Million AIM Share Subscription and Placements

Advised on share subscription and placements for a U.K. natural resources company listed on the AIM Market of the London Stock Exchange.

Managed Accelerator Program’s Onboarding and Capital Investments for Startup Company Participants

Assisted utility client with onboarding of and capital investments in startup technology companies as part of accelerator program in coordination with a local university and capital investors. Assisted with closing investments in more than a dozen program participants.

Obtained Securities Registration Exemption in Construction of New Mill

Assisted client with obtaining securities registration exemption for Missouri new generation processing entities for purpose of construction of new mill. Worked with Missouri Agricultural and Small Business Development Authority and the Missouri Securities Division to secure the exemption paving the way for capital formation necessary for construction of a new facility.

Advised a SPAC on its Admission to the Standard Segment of the Main Market

Advised a SPAC on its admission to the standard segment of the Main Market.

$20 Million Preferred Stock Private Placement, Warrant Issuance

$20 million preferred stock private placement and warrant issuance for public company.

Going Private Transaction for Bank Holding Company

Exchange Act registration of bank holding company and subsequent going private transaction upon enactment of JOBS Act.

Initial Fundraising for Food Industry Startup

Initial fundraising for food industry startup and subsequent capital raises.

Successful Resolution of Securities Class Actions

Successful resolution of securities class actions related to proposed acquisition asserting claims of breach of fiduciary duty by target corporation in acquisition.

Tender Offer Takeover

Representation of publicly traded company in tender offer takeover.

£17.5 Million Return of Cash for AIM-Quoted Oil and Gas Exploration Company

Advised AIM-quoted oil and gas exploration company on the return of cash (approx. £17.5 million) to shareholders following a sale of its flagship Sugarloaf asset in Texas.

Advised Petrol Retailer on Dual Listing and €91.7 Million Fundraising

Advised petrol retailer on the English law aspects of its application to dual list on the AIM market of the London Stock Exchange and ESM of the Irish Stock Exchange and contemporaneous €91.7 million placing.

£450 Million Rights Issue

Advised a multinational online payments company in a £450 million rights issue, listed on the London Stock Exchange and sold to U.S. investors in a Rule 144A offering.

$8 Billion+ Bond Offerings

Advised a British multinational brewing and beverage company in multiple bond offerings totaling in excess of $8 billion in proceeds.

£100 Million Rights Offering

Advised the placement agents in the £100 million share rights offering for a leading U.K. retailer.

£157 Million Share Placing

Advised a leading U.K. real estate investment company in a £157 million share placing.

$85 Million IPO, Initial Nasdaq Listing

Initial public offering of $85 million of common stock of outdoor recreation company and initial listing on the Nasdaq Global Market.

IPO for Medical Device Manufacturer

Initial public offering of medical device manufacturer via reverse merger, registration of exchange offer and immediate listing on the Nasdaq Capital Market.