WEDNESDAY, 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

speaker-1

Mitch Nussbaum

Co-Chair
Loeb & Loeb

Speaker

speaker-2

Mark Wood

Co-Chair, Capital Markets Practice Group
Katten

speaker-3

Gregory Sichenzia

Partner
Sichenzia Ross Ference Carmel LLP

speaker-4

Ele Klein

Partner
Schulte Roth & Zabel

speaker-5

Joseph Smith

Partner
Ellenoff Grossman & Schole, LLP

speaker-6

Jack Hogoboom

Partner
Lowenstein Sandler LLP

THURSDAY, NOVEMBER 14, 2024

7:30 AM - 8:25 AM

Meal Break

BREAKFAST

8:30 AM - 8:40 AM

Presentation

Opening Remarks

speaker-1

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

speaker-1

Peter Serra

Executive Managing Director
Joseph Gunnar & Co., LLC

speaker-2

Rodrigo Sanchez

Counsel
Lucosky Brookman

speaker-3

Ilya Kravets

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

speaker-4

Leo Kofman

SVP - Equity Capital Markets
Jefferies

speaker-5

Mitch Nussbaum

Co-Chair
Loeb & Loeb

Speaker

9:30 AM - 10:10 AM

Panel

What the Latest SEC Rules on SPACs Means for PIPE Investors

  • 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 specifically for PIPE investors
  • 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 will look like in 2025 and beyond

speaker-1

Doug Ellenoff

Partner
Ellenoff Grossman & Schole, LLP

speaker-2

Joe Tonnos

Managing Director
Roth Capital Partners

speaker-3

Marc Van Tricht

Managing Director/Investment Banking
EarlyBirdCapital, Inc.

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

speaker-1

Sarah Reed

General Counsel
RA Capital

speaker-2

Marianne C. Sarrazin

Partner
Goodwin

speaker-3

Caroline Dotolo

Partner
WilmerHale

speaker-4

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 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

speaker-1

Matthew Beville

Special Counsel
WilmerHale

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

speaker-1

Louis Bevilacqua

Founding Member
Bevilacqua PLLC

speaker-2

Seth Farbman

Chairman
VStock Transfer

speaker-3

Jonathan Stidd

CMO
DealMaker

12:20 PM - 12:40 PM

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?

speaker-1

Michael Maline

Partner
Covington & Burling LLP

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

speaker-1

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

speaker-1

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

speaker-1

Mark Wood

Co-Chair, Capital Markets Practice Group
Katten

speaker-2

James Clare

Partner
Bennett Jones LLP

speaker-3

David Fine

Senior Legal Counsel
Yorkville Advisors, LLC

speaker-4

William C. Hicks

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

speaker-5

Alok Choksi

Counsel
Haynes & Boone, LLP

3:20 PM - 3:40 PM

Presentation

Using Regulation A as a "Synthetic Shelf"

  • Process involved and SEC filings
  • Types of companies that would be eligible/applicable
  • Utilizing the synthetic shelf within the Nasdaq/NYSE 20% rule

speaker-1

Ross Carmel

Partner
Sichenzia Ross Ference Carmel LLP

3:45 PM - 4:25 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

speaker-1

Marc Indeglia

President
SPCC/Small Public Company Coalition

speaker-2

Christina Milnor

Partner
Mincey Bell Milnor / Cranfill Sumner

speaker-3

Nick Morgan

Founder & President
Investors Choice Advocates Network

speaker-4

Kevin C. Timken

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

speaker-5

Perrie Weiner

Partner
Baker & McKenzie, LLP

4:25 PM - 4:45 PM

Networking Break

BREAK

4:50 PM - 5:10 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

speaker-1

Keith Rosenbloom

Founder & Managing Partner
Cruiser Capital

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

speaker-1

Anna Pinedo

Partner
Mayer Brown, LLP