2024 Conference Archive | The PIPEs Conference

The PIPEs Conference 2024

The PIPEs Conference 2024 was a resounding success! For over 20 years, DealFlow has led the charge in private investments in public equity, and this year’s event continued that tradition with outstanding results. Held at The Hard Rock Hotel & Casino in Hollywood, Florida, the conference served as a hub for professionals across the PIPE market to network, share insights, and explore new deal-making opportunities.

Attendees had the chance to delve into the latest market trends, regulatory updates, and innovative transaction structures, all while engaging with industry leaders and experts. A big thank you to everyone who attended and made this year’s conference such a success. Conference video recordings will be available soon.

NOVEMBER 13, 2024

6:00 PM - 8:30 PM

WELCOME PARTY

6:45 PM - 7:20 PM

Poolside Panel

Redefining PIPEs: 20 Years Later - What Constitutes a Private Investment in Public Equity?

Revisiting the industry’s understanding of what a PIPE transaction is (and isn’t)
Discussion of how PIPE investment strategies have changed and why
Overview of legal, regulatory, and other issues that have most impacted the market
Predictions for the future of PIPEs

Mitch Nussbaum

Co-Chair
Loeb & Loeb

Speaker

Mark Wood

Co-Chair, Capital Markets Practice Group
Katten

Gregory Sichenzia

Partner
Sichenzia Ross Ference Carmel LLP

Ele Klein

Partner
Schulte Roth & Zabel

Joseph Smith

Partner
Ellenoff Grossman & Schole, LLP

Jack Hogoboom

Partner
Lowenstein Sandler LLP

NOVEMBER 14, 2024

7:30 AM - 8:25 AM

Meal Break

BREAKFAST

8:30 AM - 8:40 AM

Presentation

Opening Remarks

Steven Dresner

Founder
DealFlow Events

8:45 AM - 9:25 AM

Panel

PIPE Deal Structures: Customary (and Not-so-Customary) Deal Provisions in the Current PIPE Market

Overview of prevalent deal structures in the current PIPE market
Discussion of how private placement transaction terms have changed over time
Highlights of some of the more important deal provisions, depending on the nature of the underlying investment
Discussion of hot sectors, and notable transactions

Peter Serra

Executive Managing Director
Joseph Gunnar & Co., LLC

Rodrigo Sanchez

Counsel
Lucosky Brookman

Ilya Kravets

Director of Placements/Investment Banking
H.C. Wainwright & Co.

Leo Kofman

SVP - Equity Capital Markets
Jefferies

Mitch Nussbaum

Co-Chair
Loeb & Loeb

Speaker

9:30 AM - 10:10 AM

Panel

State of the SPAC Market

In-depth discussion of key aspects of the new SEC rules
Understanding important changes to both the IPO and de-SPAC process, and what those changes mean for PIPE market participants
Discussion of recent SPAC transactions including successes and failures
Overview of key differences in deal structure and changes to who bears legal liability
What the SPAC market might look like in 2025 and beyond

Doug Ellenoff

Partner
Ellenoff Grossman & Schole, LLP

Joe Tonnos

Managing Director
Roth Capital Partners

Marc Van Tricht

Managing Director/Investment Banking
EarlyBirdCapital, Inc.

Gaurav Verma

Co-Head of Investment Banking
D. Boral Capital

10:15 AM - 10:45 AM

Roundtable

Discussion of the NVCA’s New Model Deal Forms for PIPEs

Overview of the National Venture Capital Association’s model legal documents designed to reduce transaction time and costs
What transactions are the model forms good for? And what are some of the notable provisions?
Importance of establishing industry norms to avoid bias, offer various financing options, create consistency in documentation
How the NVCA updates its model documents based on changes to corporate law, specific case law, and other factors

Sarah Reed

General Counsel
RA Capital

Marianne C. Sarrazin

Partner
Goodwin

Caroline Dotolo

Partner
WilmerHale

Julie M. Plyler

Special Counsel
Covington & Burling LLP

10:45 AM - 11:05 AM

Networking Break

BREAK

11:10 AM - 11:30 AM

Presentation

PIPEs & Confidentiality Agreements: Wall Crossing, Trading Restrictions, and Common Provisions Covering Agents and Investors

The wall crossing process and sensitivities for potential investors
Use of MNPI, trading restrictions, industry standard terms and their potential consequences
Cleansing, drop dead dates and trading
Is cleansing required when sole MNPI is the fact that a PIPE transaction is being contemplated?

Michael Maline

Partner
Covington & Burling LLP

11:35 AM - 12:15 PM

Panel

Update on Reg A Issuance Trends & Marketing Strategies

Insights on the evolving landscape of Regulation A transactions including compliance issues and market trends
Strategies for optimizing marketing efforts, with a focus on targeted investor outreach and engagement
Navigating the complexities of stock issuances, DWAC, and DRS
Integrating LinkedIn, digital marketing, SEO, email and paid campaigns into your capital-raising strategy

Louis Bevilacqua

Founding Member
Bevilacqua PLLC

Seth Farbman

Chairman
VStock Transfer

Jonathan Stidd

CMO
DealMaker

12:20 PM - 12:40 PM

Presentation

Strategies for Valuing Embedded Investment Perks in Deals

Sourcing and structuring the investment
Understanding the purpose of the PIPE
Focusing on pro-forma capitalization
Aligning exit goals and perspectives

Keith Rosenbloom

Founder & Managing Partner
Cruiser Capital

12:40 PM - 1:40 PM

Meal Break

LUNCH

1:45 PM - 2:05 PM

Presentation

PIPE Investment Trends: Registered Directs

Complying with T+1 settlement
FINRA Rule 5110 clearance
Due diligence in a day (or less)
Nasdaq listing issues; Warrant provisions and 20% rule; Is it a public offering or a private placement?
Black Scholes considerations

Joseph Smith

Partner
Ellenoff Grossman & Schole, LLP

2:10 PM - 2:30 PM

Presentation

Activist Campaigns in the Microcap Market

Trends in microcap activism
Legal and regulatory challenges
Available PIPE structures
Voting limitations and challenges

Ele Klein

Partner
Schulte Roth & Zabel

2:35 PM - 3:15 PM

Panel

What you Should Know About Foreign Issuers and the PIPE Market

Overview of foreign securities laws and exchange listing requirements
Restrictions on transfer/resales of securities (Regulation S, Restrictive Legends)
Differences in documentation from domestic PIPEs
Canadian issuers, their regulatory regime, holding exemptions, and the US/Canada disclosure system
U.S. registration and dual listings; Exemptions from ’34 Act registration for foreign private issuers

Mark Wood

Co-Chair, Capital Markets Practice Group
Katten

James Clare

Partner
Bennett Jones LLP

David Fine

Senior Legal Counsel
Yorkville Advisors, LLC

William C. Hicks

Member / Co-Chair, Life Sciences Practice
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Alok Choksi

Counsel
Haynes & Boone, LLP

3:20 PM - 4:00 PM

Panel

What you Need to Know About the SEC's Enforcement Campaign Against Convertible Debt PIPE Investors

Overview of the ~20 actions against PIPE investors for failing to register as “dealers”
Understanding the SEC’s argument and the factors to be considered as to whether a PIPE investor is a dealer
Discussion of the consequences to the PIPE market
How investors can protect themselves

Marc Indeglia

Partner and Co-Chair of the Corporate Department
Glaser Weil Fink Howard Jordan & Shapiro LLP

Christina Milnor

Partner
Mincey Bell Milnor / Cranfill Sumner

Nick Morgan

Founder & President
Investors Choice Advocates Network

Kevin C. Timken

Partner/Co-Leader, Securities & Capital Markets
Michael Best & Friedrich, LLP

Perrie Weiner

Partner
Baker & McKenzie, LLP

4:00 PM - 4:45 PM

Networking Break

BREAK

4:50 PM - 5:10 PM

Presentation

PIPEs and the SEC's Approach to Broker/Dealer Issues: Key Case Studies

Strategic considerations from the SEC’s actions against PIPE funds
How the SEC’s new ‘Dealer Rule’ and the Supreme Court’s decision in Jarkesy may influence PIPE fund strategies going forward
Insights and expectations for the new administration

Matthew Beville

Special Counsel
WilmerHale

5:15 PM - 5:35 PM

Presentation

Using PIPEs to Finance Mergers & Acquisitions

Special considerations including sensitive wall-crossing concerns, relating to the issuer and target
Cleansing information shared about the target
Availability of pro forma financials and determining accounting significance
Adhering to rules relating to private placements in connection with acquisitions, notably marketing/sales material and special documentation issues

Brian Hirshberg

Partner
Mayer Brown LLP

5:35 PM - 6:30 PM

COCKTAIL HOUR

OUR SPONSORS

Diamond Sponsor

Loeb & Loeb LLP

Loeb & Loeb is a premier law firm focused on helping organizations and individuals innovate, grow and evolve in a changing world. The firm has approximately 450 lawyers across eight offices in the United States and Asia. From transformational deals to sensitive regulatory and compliance issues, Loeb’s Capital Markets team helps issuers, underwriters and investors embrace change, overcome hurdles and capitalize on opportunities in today’s complex and dynamic market. We handle some of the most innovative capital markets transactions across the globe—transactions that have redefined the landscape of business in China, India, Israel, Latin America, Europe and the U.S. These include IPOs, SPAC offerings, PIPEs and other private placements, cross-border financings, equity and debt deals, and a variety of strategic offerings, with tailored solutions for each transaction.

Platinum Sponsor

D. Boral Capital

About D. Boral Capital

D. Boral Capital LLC is an investment bank headquartered in New York which provides advisory and financing solutions to middle market and emerging growth companies. The Company has a proven track record of offering strategic guidance to clients across the globe in any sector, with access to capital from the USA, Asia, Europe, UAE, and Latin America.

D. Boral Capital is a leader on Wall Street, having aggregated over $23 billion in capital across approximately 300 transactions through various product types.

Platinum Sponsors

Withum

Founded in 1974, Withum ranks among the top 25 largest public accounting and advisory firms in the country with offices throughout California, New Jersey, New York, Pennsylvania, Massachusetts, Maryland, Florida and Grand Cayman. Withum continues to be the go-to firm, ranking number one in total proceeds raised in IPOs over the last five years and auditing 300 IPOs for a total amount raised of approximately $100 billion. Withum’s Financial Services Industry Group serves other clients reflecting the diversity of the industry, including hedge funds, private equity and venture capital firms, broker-dealers and regulated investment companies.

Loeb & Loeb

At Loeb & Loeb, we have been at the forefront of creative SPAC structures and transactions for more than 20 years, representing both issuers and underwriters in hundreds of SPAC offerings and business combinations, including some of the earliest deals on Wall Street. As pioneers in counseling on SPACs and other innovative, first-of-their kind transactions that have contributed to the market evolution, we are uniquely situated to streamline these complex and time-sensitive deals, providing the most efficient and effective counsel from the very start.

Gold Sponsors

Katten

Katten is a full-service law firm with approximately 700 attorneys in locations across the United States and in London and Shanghai. Clients seeking sophisticated, high-value legal services turn to Katten for counsel locally, nationally and internationally. The firm’s core areas of practice include health care, corporate, financial markets and funds, insolvency and restructuring, intellectual property, litigation, real estate, structured finance and securitization, transactional tax planning, private credit and private wealth. Katten represents public and private companies in numerous industries, as well as a number of government and nonprofit organizations and individuals.

Ellenoff Grossman & Schole

Founded in 1992, Ellenoff Grossman & Schole LLP is a mid-sized New York City-based law firm, offering its clients legal services in a broad range of business and litigation related matters. Over the course of the last decade, EG&S has been involved in nearly 33% of all SPAC IPOs, either as issuer’s or underwriter’s counsel. Over 20 years of SPAC leadership, EGS has represented more than 550 SPAC IPOs and worked on 200 SPAC M&A Assignments. EGS led the SPAC IPO Legal League Tables for 2020 ranking at #1 for number of deals completed.

THENUVOGROUP

The Nuvo Group provides financial printing, digital publishing and EDGAR SEC electronic filing services to some of the world’s most respected financial institutions. The Corporation possesses the tools, team and advanced technologies to ensure an exceptional customer experience — ease of process, rapid execution, regulatory compliance and uncompromising accuracy Our Mission & Vision is to consistently perform in ways that make our customers’ jobs easier, and their printing and filing faster, to leverage the most experienced talent, effective tools and advanced technologies in order to simplify, accelerate and enhance the end product we proudly deliver to our customers — on time, in format and on budget.

Joseph Gunnar & Co., LLC

Joseph Gunnar & Co. is a leading full-service investment bank and wealth management firm founded in 1997. Focused on servicing the needs of public and private emerging growth companies in the U.S. and abroad. Member of FINRA, SIPC, and NASDAQ.

Lowenstein Sandler

Private and public capital markets transactions play a vital role in funding a company’s growth strategy. Lowenstein Sandler’s Capital Markets & Securities lawyers work closely with a broad range of clients, including issuers, investment bankers, and investors in a wide range of industries. Our team leverages extensive capital markets and industry knowledge to deliver practical solutions in real time, structuring and completing deals effectively and efficiently.

WE ADVISE ON A FULL SPECTRUM OF OFFERINGS, INCLUDING:

Private investments in public equity (PIPE) transactions
Initial public offerings (IPOs)
Follow-on offerings
Confidentially marketed public offerings (CMPOs)
Special Purpose Acquisition Companies (SPACs)
Registered directs (RDs)
At-the-market offerings (ATMs)
Convertible equity and debt offerings

Joseph Gunnar & Co., LLC

Silver Sponsors

SLS Group

SLS Group is a multi-asset family office located in Salt Lake City that makes direct investments in companies, provides investors with alternative sources of liquidity, and delivers stable and scalable payment solutions to businesses

RRBB Accountants + Advisors

RRBB Accountants and Advisors is a full-service accounting, advisory and consulting firm located in central New Jersey. We put our client relationships first by providing responsive, quality service at reasonable rates. We have been in public accounting, delivering high quality accounting and advisory services for over 50 years and have experts with vast experience in many disciplines.

Assurtrak

Public companies often lack advocacy in the Directors and Officers (D&O) liability insurance market which has historically been dominated by large providers. Buying commercial insurance can be complex, we bring decades of specialty commercial insurance experience to your placement. There is a better story to be told and insurance underwriters need to assess your individual risks differently. Assurtrak was founded to be your solution.

Lucosky Brookman LLP

Lucosky Brookman is a corporate and litigation law firm headquartered in the New York metropolitan area with offices and attorneys across the country, representing both domestic and international clients in sophisticated corporate and securities transactions, mergers and acquisitions, secured and unsecured lending transactions, PIPEs, general corporate matters, complex commercial litigation, securities litigation, white collar and regulatory matters, and insurance coverage and defense matters.

Lucosky Brookman provides a broad range of legal services within each of its corporate, securities, mergers & acquisitions, banking & finance, litigation & arbitration, white collar & regulatory, insurance coverage & defense, employment, and intellectual property practice areas.

Relationships are at the heart of everything we do. We prioritize understanding each client’s unique needs and goals, fostering long-term strategic partnerships that transcend typical attorney-client dynamics. Our commitment ensures we are not just legal advisors, but strategic partners investing in our clients’ success. We leverage our extensive network to facilitate strategic introductions that build our clients’ businesses, strengthening the broader industry.

We win when our clients win. We relentlessly pursue the best outcomes in every case and transaction, adapting our strategy to overcome any obstacles in our path. By leveraging our expertise, experience, and most-importantly, passion, we consistently exceed expectations. Our commitment to results extends beyond our clients, ensuring we make a positive impact on the broader business community and industry.

Schulte Roth + Zabel

About Schulte Roth & Zabel

With a firm focus on private capital, Schulte Roth & Zabel LLP (srz.com) comprises legal advisers and commercial problem-solvers who combine exceptional experience, industry insight, integrated intelligence and commercial creativity to help clients raise and invest assets and protect and expand their businesses. The firm has a long history as a leader in pro bono legal work and a legacy of contributing to the greater good.

Schulte embraces its professional and moral obligations to seek justice through the legal system. The firm directly represents and empowers the most vulnerable and marginalized; brings impact litigation to fuel social change; and supports social entrepreneurs to form the next generation of mission-driven organizations that will advocate for the underserved.

Haynes & Boone, LLP

Haynes and Boone, LLP is among the fastest-growing Am Law 100 firms, providing full-service counsel across sectors, including corporate, energy, financial services, real estate, restructuring, litigation, intellectual property and specialty transactions. Companies at all stages rely on Haynes Boone, whether they’re in the Fortune 500 and/or S&P 500, well-funded, exchange-listed, privately held or in emerging-growth mode. Nearly 700 lawyers practice across 19 global offices in California, Colorado, Illinois, New York, North Carolina, Texas, Virginia, Washington, D.C., London, Mexico City and Shanghai. In 2024, Chambers USA ranked 35 firm practice areas. For more information, visit haynesboone.com.

Bronze Sponsors

Promotional Sponsors

Description

VendorGroup is the premier flat-rate, full-service bespoke design digital agency dedicated exclusively to US-listed public companies. Our services encompass corporate and investor relations website design with real-time data integration, comprehensive corporate identity packages (including logos and letterheads), investor presentations, conference calls, webcasts, and press release distribution. We offer transparent, flat-rate pricing and are available 24/7. Our team is renowned for being the best in the industry.

Description

Sichenzia Ross Ference Carmel LLP provides experienced, professional representation in all matters involving the securities industry, as well as in general corporate, litigation, real estate and trusts & estates matters. Our clients range from start-ups to established, listed companies. They include public and private corporations, partnerships, broker-dealers, investment banks, investment advisors, registered personnel, public and corporate customers and investors, and other entities.

We also advise institutional investors on transactions involving complex securities laws. Our areas of expertise include corporate finance, including initial and secondary public offerings, corporate and commercial transactions, mergers and acquisitions, securities litigation and arbitration, administrative practice before regulatory agencies, and broker-dealer regulation. We are experts at listing companies on both the NASDAQ and New York Stock Exchange and provide guidance to Boards of Directors and corporate managers who now operate in an increasingly complex and changing landscape of securities rules, litigation risks, regulatory oversight and investor scrutiny. This year, Sichenzia Ross Ference Carmel LLP commemorates its 24th anniversary. From a firm comprised of three young attorneys to one that is consistently ranked at the top of national league table rankings for issuer, investor and placement agent legal counsel, and that advises on a full range of trusts & estates matters, we have evolved from our humble roots but remain committed to continuing the high standards that we established for ourselves 24 years ago.

Description

When you partner with NSI, you gain a trusted ally who understands the intricacies of the small-cap and micro-cap market. Our expertise, extensive relationships, and dedication to serving your specific needs ensure that you receive exceptional service and tailored insurance solutions. Trust NSI to be your preferred partner, providing the advantage you need in navigating the insurance landscape.

Description

Share Media offers a specialized service designed for partners of private companies or CEO’s of publicly traded companies. We provide personalized LinkedIn content, articles, graphics, targeted organic outreach services aimed at cultivating connections, enhancing branding, increasing exposure, and positioning the CEO and company as a respected leader in their industry. Our goal is to deliver tangible results, on a month to month basis, helping CEO’s achieve their business goals or capital markets objectives with defined and measurable outcomes.

Description

Vstock Transfer is an SEC-registered stock transfer firm serving private companies, IPOs and issuers listed on the NYSE American, Nasdaq and OTC Markets. Vstock Transfer is owned and managed by attorneys and a team of professionals who have spent their careers working with issuers on all aspects of initial public offerings, follow-on public offerings, private placements, Reg A, proxy solicitations, DTC eligibility, SPACs, reverse mergers and stock transfers.

Description

Berman Audit & Advisory, P.A. is a seasoned firm specializing in customized pre-audit and advisory services for public companies across a diverse range of industries, including media, technology, and financial products. Committed to helping clients achieve accurate and compliant financial reporting, the firm expertly navigates the complexities of SEC regulations and U.S. GAAP standards. Berman Audit & Advisory, P.A. goes beyond traditional accounting, offering advanced technical research, interpreting and applying complex accounting standards, and providing outsourced CFO or Controller services. Their meticulous attention to detail and strategic approach make them a trusted partner for businesses looking to drive growth and enhance their executive operations.

Description

Media Sponsors

Stay Tuned for the next PIPEs Conference

The PIPEs Conference 2024

NOVEMBER 13, 2024

November 13 2024

WELCOME PARTY

Redefining PIPEs: 20 Years Later - What Constitutes a Private Investment in Public Equity?

NOVEMBER 14, 2024

November 14 2024

BREAKFAST

Opening Remarks

PIPE Deal Structures: Customary (and Not-so-Customary) Deal Provisions in the Current PIPE Market

State of the SPAC Market

Discussion of the NVCA’s New Model Deal Forms for PIPEs

BREAK

PIPEs & Confidentiality Agreements: Wall Crossing, Trading Restrictions, and Common Provisions Covering Agents and Investors

Update on Reg A Issuance Trends & Marketing Strategies

Strategies for Valuing Embedded Investment Perks in Deals

LUNCH

PIPE Investment Trends: Registered Directs

Activist Campaigns in the Microcap Market

What you Should Know About Foreign Issuers and the PIPE Market

What you Need to Know About the SEC's Enforcement Campaign Against Convertible Debt PIPE Investors

BREAK

PIPEs and the SEC's Approach to Broker/Dealer Issues: Key Case Studies

Using PIPEs to Finance Mergers & Acquisitions

COCKTAIL HOUR

OUR SPONSORS

Diamond Sponsor

Loeb & Loeb LLP

Platinum Sponsor

D. Boral Capital

Platinum Sponsors

Withum

Loeb & Loeb

Gold Sponsors

Katten

Ellenoff Grossman & Schole

THENUVOGROUP

Joseph Gunnar & Co., LLC

Lowenstein Sandler

Joseph Gunnar & Co., LLC

Silver Sponsors

SLS Group

RRBB Accountants + Advisors

Assurtrak

Lucosky Brookman LLP

Schulte Roth + Zabel

Haynes & Boone, LLP

Bronze Sponsors

Promotional Sponsors

Media Sponsors

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