Category Archives: Attorneys

SEC Amends Rules to Expand Pool of Public Companies that Qualify as “Smaller Reporting Companies”

SECThe Securities and Exchange Commission (SEC) recently adopted rule amendments that are intended to promote capital formation and reduce compliance costs for small public companies, while maintaining appropriate investor protections.  Effective as of September 10, 2018, the definition of “smaller reporting company” will be amended to allow more companies to qualify as smaller reporting companies, and take advantage of scaled disclosure requirements in their reports they file with the SEC.  The rule amendments adopted by the SEC provide that a company with a public float of less than $250 million (i.e. voting and non-voting common stock held by non-affiliates as of the last business day of the company’s most recently completed second fiscal quarter) will qualify as a smaller reporting company.  In addition, the new rules provide that companies with less than $100 million in annual revenues and either no public float or a public float that is less than $700 million will qualify as smaller reporting companies.

Smaller Reporting Company Test Current Rule to Qualify as Smaller Reporting Company Revised Rule to Qualify as Smaller Reporting Company
Public Float Test Public float of less than $75M Public float of less than $250M
Revenue Test Less than $50M of annual revenues and no public float Less than $100M of annual revenues and public float of less than $700M (or no public float)

The new rules also provide that if a company exceeds the thresholds listed above and therefore fails to qualify as a smaller reporting company, the company will remain unqualified until it meets other lower caps set at 80% of the initial qualification caps as of a date of annual determination.  This is designed to avoid scenarios where companies enter and exit smaller reporting company status because of small fluctuations in their public float or revenues.  For example, to qualify as a smaller reporting company under the public float test, a company would need to have a public float of less than $200 million if it had a public float of $250 million or more in the prior year and under the revenue test, a company would need to have less than $80 million of annual revenues if it previously had $100 million or more of annual revenues and less than $560 million of public float if it previously had $700 million or more of public float.

Smaller Reporting Company Test if Initial Thresholds are Exceeded Current Rule to Qualify as Smaller Reporting Company Revised Rule to Qualify as Smaller Reporting Company
Public Float Test Public float of less than $50M Public float of less than $200M, if it previously had $250M or more of public float
Revenue Test Less than $40M of annual revenues and no public float Less than $80M in annual revenues if it previously had $100M or more of annual revenues; and public float of less than $560M, if it previously had $700M or more of public float

______________________________________________________________________________

Jonathan Friedman

Jonathan Friedman is Partner at the law firm of Stubbs Alderton & Markiles, LLP. Jonathan advises a wide range of both public and private clients, including development-stage, emerging-growth, and middle-market companies as well as angel investors, venture capital firms and strategic investors. Jonathan’s practice focuses on corporate finance, mergers and acquisitions, securities law, intellectual property licensing and general corporate and business matters. Jonathan also has experience forming venture capital funds.  Jonathan has represented corporations and other entities in a variety of industries, including Internet and e-commerce, apparel, medical devices, entertainment and high technology.

Jonathan has substantial experience managing strategic transactions, including private equity and debt financings transactions, mergers and acquisitions in the public and private markets, offerings by public companies and angel and venture capital financing transactions. In addition, Jonathan counsels companies in connection with SEC reporting requirements and registrations, federal and state securities laws, corporate governance issues, joint ventures and strategic alliances and commercial contracts. Jonathan also has expertise in advising companies in their formation process.

As part of his practice, Jonathan facilitates cross-border financings, mergers and acquisitions and expansions by companies into new markets and works to promote bi-lateral trade opportunities between Canada and the United States that will result in the job creation, investment connection and trade partnership support.

To learn more about our Public Securities Practice, contact Jonathan Friedman at jfriedman@stubbsalderton.com

 

FacebookTwitterGoogle+LinkedInEmail

SAM Client CDTi Advanced Materials Announces Closing of Rights Offering

cdtiStubbs Alderton & Markiles client, CDTi, a leader in advanced emission control technology,  announced the closing of its previously announced rights offering.  At the closing, they issued and sold an aggregate of 4,427,563 shares of its common stock at the subscription price of $0.50 per share, pursuant to the exercise of subscriptions and oversubscriptions in the rights offering from its existing stockholders.  CDTi received aggregate gross proceeds of approximately $2.2 million from the rights offering before deducting offering expenses.

To read the full press release visit here.

Stubbs Alderton attorney representing CDTi Advanced Materials in this transaction was Louis Wharton.

About CDTi Advanced Materials
CDTi develops advanced materials technology for the emissions control market. CDTi’s proprietary technologies provide high-value sustainable solutions to reduce hazardous emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. With a continuing focus on innovation-driven commercialization and global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™) technology exploits the Company’s high-performance, advanced low-platinum group metal (PGM) emission reduction catalysts. Key technology platforms include Synergized PGM (SPGM™) and Spinel™. For more information, please visit www.cdti.com.

For more information about our Public Securities practice, contact Louis Wharton at lwharton@stubbsalderton.com

FacebookTwitterGoogle+LinkedInEmail

Celina Kirchner

Celina Kirchner

Associate

Celina Kirchner

Direct Voice/Fax/Text: 818.444.4553
Mobile: 818.489.3832
Download vCard
View Gina Correia's LinkedIn profile View Celina Kirchner’s profile

Related Articles

Celina Kirchner is an associate in the Business Litigation practice area.

Celina’s civil litigation practice focuses on all areas of business and commercial litigation, with a particular emphasis on digital media, technology, internet, privacy, emerging companies, insurance, breach of contract, fraud, and complex business disputes.  In her practice, Celina works closely with business professionals of all levels in order to develop practical strategies for resolving their disputes.  She also advises businesses on formation, governance and contracting matters in the hope that they can avoid litigation altogether.  Having worked with clients of all sizes, Celina understands that every case is unique and, ultimately, comes down to people.  She focuses on the human element of her cases and communicates in an understandable, business manner.  In the end, Celina endeavors to make what can be a stressful time for her clients as smooth as possible.

Celina is a frequent speaker at events centered around digital media and the burgeoning Silicon Beach community.  She was named to the 2016, 2017, and 2018 Southern California Super Lawyers Rising Stars lists, a distinction reserved for only the top 2.5% of lawyers in the state.

She earned her J.D. from the University of Southern California Gould School of law where she focused her coursework on the internet, digital media, and emerging companies.  Celina attended Yale University as an undergraduate, where she earned a Bachelor of Science in Psychology and was chosen as the Class Insight Speaker, where she gave a speech after Bill Clinton.  She is admitted to practice law in the State of California.

practice & experience

FacebookTwitterGoogle+LinkedInEmail

SAM Client Malauzai Acquired by Finastra

malauzaiStubbs Alderton & Markiles client Malauzai,  a provider of mobile and Internet banking solutions for community financial institutions, has been acquired by Finastra, a fintech company that builds and deploys next generation technology on an open software architecture the company developed and a cloud system.

To read the full press release visit here.

Stubbs Alderton attorney John McIlvery  has represented Malauzai since its inception through acquisition, demonstrating how SA&M creates and builds relationships with its clients throughout their evolutionary path.  Other attorneys participating in the transaction included Caroline Cherkassky and Kelly Laffey.

About Malauzai Software
Malauzai was incorporated in 2010 in response to the growing demand for a technology company that could provide innovative mobile solutions for community financial organizations. As a cool company in a cool town with a focus primarily on community financial institutions, Malauzai provides consumer and business digital banking that enhance the customer experience for mobile and Internet banking, ultimately resulting in increased value for financial institutions.

For more information about the Mergers & Acquisitions practice, contact John McIlvery at jmcilvery@stubbsalderton.com, Caroline Cherkassky at ccherkassky@stubbsalderton.com or Kelly Laffey at klaffey@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

SAM Client Alpine Pacific Capital Invests in Arable Capital Partners’ Acquisition of Farmington Fresh Cuts

alpine pacific capitalStubbs Alderton & Markiles’ client Alpine Pacific Capital was a minority investor in Arable Capital Partners’ acquisition of Farmington Fresh Cuts, a processor of fresh sliced apples, oranges, pears and other packaged fruits. Farmington will merge with Fresh Innovations, which is also backed by Arable.

To read the full press release visit here.

Stubbs Alderton attorney representing Alpine Pacific Capital is Marc Kenny.

About Alpine Pacific Capital 
Alpine Pacific Capital is a private equity firm focused on acquiring closely-held, profitable businesses located primarily in the Western Region of the U.S. The firm understands the unique needs of smaller private companies and possesses the necessary infrastructure, experience and vision to help build enduring value.

For more information about our Mergers and Acquisitions Practice , contact Marc Kenny at mkenny@stubbsalderton.com

FacebookTwitterGoogle+LinkedInEmail

SAM Client INTAC Actuarial Services to be Acquired by Ascensus

Stubbs Alderton & Markiles’ client INTAC Actuarial Services, which provides administration of employer-sponsored retirement plans for about 3,000 small and mid-sized companies, their owners, key executives and employees, has announced that it will be acquired by Ascensus, a technology-enabled solutions provider that helps more than 8 million Americans save for the future.

To read the full press release visit here.

Stubbs Alderton attorneys representing INTAC Actuarial Services in this deal are Scott Galer & Nick Feldman. 

For more information about the Mergers & Acquisitions practice, contact Scott Galer at sgaler@stubbsalderton.com or Nick Feldman at nfeldman@stubbsalderton.com.

FacebookTwitterGoogle+LinkedInEmail

SA&M Encourages You to Attend “LAVA Healthcare: Digital Health Startups: From Ideas to Successful Exits” Featuring SAM Partner Kevin DeBré

LAVA Healthcare Presents:
Digital Health Startups: From Ideas to Successful Exits

Register
Date

12 Jul 2018
Time
6:30pm – 9:00pm PDT
Location
ASU California Center
725 Arizona Ave,
Santa Monica, CA 90401, USA

Investments in digital health start-ups have been setting record highs since 2010.  More than $23 billion flowed into digital health startups since 2010.  2017 saw the greatest amount of funding being poured into digital health to date with a steady increase in completed deals.  For instance, in the first half of 2017, $3.5 billion was invested in 188 digital health companies – setting a record for the number of companies funded and the total amount invested.

LAVA’s distinguished panel will discuss (1) distinctive topics in building digital health ideas towards successful exit, (2) challenges and opportunities in the current investment environment, and (3) what it will take for founders and entrepreneurs to establish their start-ups as an attractive investment.

Please join LAVA on July 12th for an informative, interactive session and networking.

Panelists:

Kevin DeBré
Kevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group.  Kevin advises entrepreneurs and companies that use intellectual property to build their businesses.  Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements.

Kevin is a business lawyer, a registered patent lawyer and a former engineer. He is a frequent guest lecturer in undergraduate and graduate level entrepreneurship courses at UCLA Anderson School of Management, UCLA School of Engineering, USC Marshall School of Business, Pepperdine University and Chapman University, and serves as Chairman of the Caltech Entrepreneurs Forum, an organization that facilitates the growth and success of technology-based entrepreneurial ventures in Southern California.  He has been quoted in numerous high-tech industry publications and has appeared on Bloomberg TV.

Kevin is the author of “Licensing of Trade Secrets and Know-How,” and a contributing author of “Joint Ventures and Strategic Alliances,” a chapter of Intellectual Property in Business Transactions, and is an update author of “Exploiting Trade Secrets by Licensing” and of “Form Licensing Agreements and Provisions.”

Harry Nelson
Harry Nelson, co-chairman of the Adaptive Health Capital board and member of the investment committee, is a leading healthcare advisor best known for the eponymous law firm he founded, Nelson Hardiman, LLP.  At Adaptive Health Capital, he specializes in healthcare transaction advisory services and funding—Mergers & Acquisitions, bridge financing, etc.  Beyond his healthcare, life sciences, and legal expertise, Harry is known nationally as a consummate leader at the intersection of healthcare law and business, as evidenced by his role in co-founding five healthcare-related start-ups in the last decade.  Deeply immersed in healthcare transformation and innovation; he frequently speaks on cutting edge issues and the future of the industry itself.  Proactively tackling timely healthcare issues, Harry is the co-author of the recent book, “From Obamacare to Trumpcare,” a survey of healthcare policy leading up to the Affordable Care Act and a prediction for the future direction of U.S. healthcare.

Harry’s thought leadership around the healthcare and life sciences industry has driven many next-generation healthcare ideas and initiatives to realization, including telehealth and other modalities of digital health and behavioral health.

Vishal Gandhi
Vishal Gandhi has been a senior-level M&A advisor for more than a decade at firms such as Banc of America Securities, Jefferies Inc., and MTS Health Partners. Vishal has partnered with several early-stage companies to steer their business toward new, challenging, and uncharted territory for the industry. Vishal is currently an independent advisor to Mount Sinai Innovation Partners, serving Mount Sinai Health System’s effort to commercialize internal innovation to better serve the global community.

His firm, Keval Health, is made up of senior healthcare investment banking professionals who have done extensive work alongside public and private healthcare organizations and private equity firms. They have worked on providing M&A advisory services, facilitating capital-raising efforts across debt, equity, and hybrid products, offering sell-side advisory services, divestitures, corporate carve-outs, royalty monetization advice and strategic and commercial partnerships.

Panel Moderator:

Edmond Banayan, MBA, MSIMC
Mr. Banayan has founded and led business ventures in healthcare, technology, and services.  As Co-Founder and CEO of Chronaly Inc. (Chronaly), Mr. Banayan leads a multi-disciplinary team in their mission to develop and commercialize digital health applications for developmental disabilities such as Autism Spectrum Disorder (ASD) and Attention Deficit Hyperactivity Disorder (ADHD).  Chronaly’s dedicated team is pushing the frontier of digital health and medicine by applying deep artificial neural networks, artificial intelligence, machine learning, and other technological advancements to innovate and improve the lives, health, and health outcomes of millions of children and adults across the world with developmental disabilities.  In addition to his leadership at Chronaly, Mr. Banayan is also Chairman of Los Angeles Venture Association (LAVA) Healthcare Strategic Interest Group.  Mr. Banayan attended UCLA for his undergraduate degree and graduated with honorable mentions. Subsequent to UCLA, he received his graduate degrees in Master of Business Administration (MBA) and Master of Science in Integrated Marketing Communications (MSIMC).

We hope to see you there!

FacebookTwitterGoogle+LinkedInEmail

SAM Client Influential Raises $12 Million in Series B Financing Round

influentialStubbs Alderton & Markiles client Influential, an AI social data and activation technology company, announced Thursday that it has raised $12 million in a Series B financing round. With the fresh capital, the company plans to take their A.I. platform, designed to match brands with influencers who have relevant followings, to market. The funding came from existing investors Capital Zed, ECA Ventures, Paradigm Talent Agency, ROAR and Tech Coast Angels, as well as from Hollywood agency WME .

To read the full article visit here.

Stubbs Alderton attorneys representing Influential in this deal are Greg Akselrud and Nick Feldman.

About Influential
Influential is an A.I. influencer technology and developer partner of IBM Watson. Influential’s patent-pending app is on the hip pocket of more than 25,000 of the most highly engaged influencers on Facebook, Instagram, Snapchat, Twitter, and YouTube, reaching over 5 billion users. Brands and agencies are able to make a digital media buy on social via Influential’s in-demo impression guarantee, which mirrors traditional or digital media spends. Influential conducts all campaigns through a brand-safe vetting process and provides robust recaps via 3rd party analytics partners. Influential and IBM Watson have also co-created technologies that allow brands and agencies to identify psychographic data on influencers, as well as three first-to-market A.I. products. Influential runs campaigns for Fortune 100 companies including Coca-Cola Company, Nestlé, General Mills, Kia Motors, Fox TV, Sony Pictures and more. Influential has offices in Beverly Hills, New York City, and Las Vegas.

For more information about the Internet, Digital Media & Entertainment practice, contact Greg Akselrud at gakselrud@stubbsalderton.com or Nick Feldman at nfeldman@stubbsalderton.com.

 

FacebookTwitterGoogle+LinkedInEmail

Kevin DeBré Shares IP & Licensing Insights with Delegation from Poland

Stubbs Alderton & Markiles Partner Kevin DeBré meet with a delegation from Poland, sponsored by the U.S Department of State’s International Visitor Leadership Program, to discuss IP & Licensing in the U.S.

ip

 

For more information about our IP & Technology practice contact Kevin DeBré at kdebre@stubbsalderton.com

FacebookTwitterGoogle+LinkedInEmail

SAM Client Embodied Raises $22 Million in Series A Round

embodiedStubbs Alderton & Markiles client Embodied, a robotics and artificial intelligence company, has raised $22 million in Series A funding to support its AI and robotics platforms for improved care and wellness. The investment is led by Calibrate Ventures and Jazz Venture Partners, and had participation from previous backers including Osage University Partners, Intel Capital, Grishin Robotics, and others.

To read the full article visit here.

Stubbs Alderton attorneys representing Embodied in this deal are Louis WhartonScott Alderton and Grace Kim.

About Embodied
Embodied, Inc. is an industry leading robotics and AI company creating state-of-the-art companion robots to revolutionize human-centric care and wellness by enhancing quality of life for individuals and families.

For more information about our Venture Capital and Emerging Growth Practice , contact Louis Wharton at lwharton@stubbsalderton.com

FacebookTwitterGoogle+LinkedInEmail