Category Archives: Public Securities Practice Area

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

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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

 

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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

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SAM Client Resonant Closes $20 Million Public Offering of Its Common Stock

resonantStubbs Alderton & Markiles, LLP  client Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, today announced the closing of an underwritten public offering for 5,714,286 shares of its common stock at a per share price to the public of $3.50. The Company received net proceeds of approximately $18.4 million from the offering after deducting the underwriting discount and estimated offering expenses.

To read the full press release, click here.

Stubbs Alderton & Markiles’ attorneys that represented Resonant in the transaction were John McIlvery and Jonathan Friedman.

About Resonant® Inc.
Resonant is creating software tools and IP & licensable blocks that enable the development of innovative filter designs and modules for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.

To learn more about our Public Securities Practice, contact John McIlvery at jmcilvery@stubbsalderton.com.

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SAM Client ICPW Liquidation Corporation, f/k/a Ironclad Performance Wear Corporation, Acquired by Brighton Best International

Ironclad Stubbs Alderton & Markiles client ICPW Liquidation Corporation, f/k/a Ironclad Performance Wear Corporation (OTCBB: ICPW), a maker of high-performance and task-specific PPE gloves, has announced that it has been acquired through an Asset purchase by Brighton Best International, Inc.

To read the full press release visit here.

Stubbs Alderton & Markiles, LLP attorneys representing ICPW Liquidation Corporation in this transaction were Louis Wharton, Scott Alderton, Kelly Laffey and Grace Kim.

About Ironclad

Originally founded in 1998 in El Segundo – California, IRONCLAD is today headquartered in Farmers Branch, Texas and is the industry leader in high quality task-specific PPE gloves. IRONCLAD continues to leverage its leadership position in the safety, construction and industrial markets through the design, development and distribution of specialized task-specific gloves for industries such as oil & gas extraction; automotive; police, fire, first-responder and military and more. Ironclad engineers and manufactures its products with a focus on innovation, design, advanced material science, dexterity and durability. Ironclad’s gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, automotive stores and sporting goods retailers nationwide; and through authorized distributors around the world. Built Tough for the Industrial Athlete™.  To learn more and see more, visit: www.ironclad.com

About Stubbs Alderton & Markiles, LLP

Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. Stubbs Alderton’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.

For more information on our Mergers & Acquisitions and Public Securities practices, contact Louis Wharton at lwharton@stubbsalderton.com.

 

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SAM Client Resonant Announced $7.5 Million Private Placement

Resonant Stubbs Alderton & Markiles’ client Resonant, Inc. (NASDAQ: RESN) a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, announced that it has entered into a definitive agreement with an affiliate of Longboard Capital Advisors, LLC, an existing stockholder of Resonant to raise gross proceeds of $7.5 million. Congratulations on this success!

To read the full press release click here.

Stubbs Alderton attorneys representing Resonant in this transaction were John McIlvery and Nick Feldman.

About 
Resonant is creating software tools and IP & licensable blocks that enable the development of innovative filter designs for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise. For more information, please visit www.resonant.com.

For more information about our Public Securities practice, contact John McIlvery at jmcilvery@stubbsalderton.com

 

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Stubbs Alderton & Markiles, LLP Represents Client Resonant, Inc. in Closing $11.5 Million Public Offering of Its Common Stock

Resonant Logo

Stubbs Alderton & Markiles, LLP announced that it reprsented its client Resonant Inc. (NASDAQ: RESN), a designer of filters for radio frequency, or RF, front-ends that specializes in delivering designs for difficult bands and complex requirements, in the closing of an underwritten public offering for 2,715,000 shares of its common stock, which includes the exercise in full by the underwriters of their over-allotment option, at a per share price to the public of $4.25. The Company will receive gross proceeds of approximately $11.5 million from the offering.

Stubbs Alderton & Markiles’ attorneys that represented Resonant in the transaction were John McIlvery and Jonathan Friedman.

To read the full press release on Businesswire, click here.

About Resonant® Inc.

Resonant is creating innovative filter designs for the RF front-end, or RFFE, for the mobile device industry. The RFFE is the circuitry in a mobile device responsible for the radio frequency signal processing and is located between the device’s antenna and its digital baseband. Filters are a critical component of the RFFE that selects the desired radio frequency signals and rejects unwanted signals and noise.

About Resonant’s ISN® Technology

Resonant can create designs for hard bands and complex requirements that we believe have the potential to be manufactured for half the cost and developed in half the time of traditional approaches. The Company’s large suite of proprietary mathematical methods, software design tools and network synthesis techniques enable it to explore a much bigger set of possible solutions and quickly derive the better ones. These improved filters still use existing manufacturing methods (i.e. SAW) and can perform as well as those using higher cost methods (i.e. BAW). While most of the industry designs surface acoustic wave filters using a coupling-of-modes model, Resonant uses circuit models and physical models. Circuit models are computationally much faster, and physical models are highly accurate models based entirely on fundamental material properties and dimensions. Resonant’s method delivers excellent predictability, enabling achievement of the desired product performance in roughly half as many turns through the fab. In addition, because Resonant’s models are fundamental, integration with its foundry and fab customers is eased because its models speak the “fab language” of basic material properties and dimensions.

About Stubbs Alderton & Markiles, LLP

Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.

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For more information about the Public Securities practice at Stubbs Alderton & Markiles, LLP contact John McIlvery at (818) 444-4500 or jmcilvery@stubbsalderton.com

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Stubbs Alderton & Markiles Attorneys Represent Vitesse Semiconductor Corporation in its Sale to Microsemi Corporation

vitesse homepageStubbs Alderton & Markiles, LLP announces that it represented client Vitesse Semiconductor Corporation (Nasdaq: VTSS) in its successful sale to Microsemi Corporation (Nasdaq: MSCC).  Microsemi acquired Vitesse through a cash tender offer and follow-on merger at a price of $5.28 per share, for a total transaction value of approximately $389 million.  SAM Attorneys John McIlveryJonathan Friedman and Daniel Kim represented Vitesse in this transaction that closed at the end of April.

For more information about the Public Securities Practice of Stubbs Alderton & Markiles, LLP, contact John McIlvery at (818) 444-4502 or jmcilvery@stubbsalderton.com

Press Contact:

Heidi Hubbeling
Director of Marketing
hhubbeling@stubbsalderton.com
(310) 746-9803

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SAM Client Vitesse Semiconductor Corporation to be Acquired by Microsemi Corporation

Vitesse-logo-PMS289-300dpi-e1355350965865.jpg

SAM Client Vitesse Semiconductor Corporation has announced that it has reached an agreement to be acquired by Microsemi Corporation for $389 million, furthering a drive toward consolidation in the semiconductor industry.

Vitesse, which has headquarters in Camarillo, CA, designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide.

Based in Aliso Viejo, CA, Microsemi offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets.

Stubbs Alderton & Markiles’ attorneys John McIlvery and Jonathan Friedman are representing Vitesse in this pending transaction.

For more information about our Public Securities practice, contact John McIlvery at (818) 444-4502 or jmcilvery@stubbsalderton.com.

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SAM Public Securities Group Boasts Two Public Offering Deals in June

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Stubbs Alderton & Markiles, LLP’s Public Security Practice has had a successful June, closing two public offering deals in the first half of the month.

SAM advised client Resonant Inc. in its initial public offering of 3,105,000 shares of common stock at a price to the public of $6.00 per share.  The deal closed June 3, 2014.  To read the Stubbs Alderton press release, click here.

SAM also advised client Vitesse Semiconductor Corporation (Nasdaq VTSS) in an underwritten public offering of 8,582,076 shares of its common stock at a price to the public of $3.35 per share.  The offering closed on June 17, 2014.  To read the Stubbs Alderton press release, click here.

For more information about our Public Securities Practice, contact Partner John McIlvery at (818) 444-4502 or jmcilvery@stubbsalderton.com

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Stubbs Alderton & Markiles, LLP Advises HemaCare Corporation in the Sale of Coral Blood Services to the New York Blood Center

Hemacare1

Los Angeles, October 11, 2013. Stubbs Alderton & Markiles, LLP announced that it advised client HemaCare Corporation in the sale of its Coral Blood Services subsidiary to the New York Blood Center (“NYBC”). Financial terms of the transaction were not disclosed.  Coral’s 24 employees have been offered equivalent positions at NYBC.

In addition, NYBC and HemaCare have signed an agreement granting HemaCare access to NYBC’s 22 metro New York area collection centers.  This allows HemaCare to further support the skilled, standardized apheresis collection services required for cell therapy and immunotherapy clinical trials of HemaCare’s rapidly growing list of BioResearch Products and Services customers.

SAM Partner John McIlvery, and attorney Jonathan Friedman  advised HemaCare Corporation in this transaction.

To read the full press release, click here.

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