Delisting, Disclosure and Due Process: The Battle Over Nasdaq’s $5 Million Market Value Rule

• Consequences for liquidity, financing options, institutional ownership, and shareholder value
• The Future of Listing Standards: Are stricter quantitative requirements inevitable as exchanges compete for credibility, or will regulators push for more flexible rules that recognize the challenges facing smaller public companies?
• Investor Protection or Forced Delisting Risk? Is low market capitalization an effective proxy for investor risk and market integrity?
• What’s Next: Potential revisions to the rule, legal challenges, and the broader implications for NYSE, OTC markets, and the future structure of U.S. public markets

Reverse Mergers and PIPE Capital: Creating Public Companies in a Challenging IPO Market

• Why reverse mergers are re-emerging as an alternative path to public market access for private companies
• How PIPE capital is being used to fund post-merger growth, balance sheet restructuring, and public company readiness
• Comparing reverse mergers, SPACs, direct listings, and traditional IPOs in today’s capital markets environment
• Key diligence, valuation, governance, and regulatory considerations for investors evaluating reverse-merger PIPE opportunities

Family Offices + PIPEs: Seeking Patient Capital in Public Markets

• Why Family Offices are Looking at PIPEs: the appeal of direct public market investments, control opportunities, and access to differentiated deal flow
• Patient Capital vs. Institutional Capital: How family offices evaluate risk, return, governance, and liquidity differently than hedge funds, mutual funds, and traditional asset managers
• Winning Family Office Capital: What public companies, bankers, and placement agents need to understand about sourcing, structuring, and executing successful family office-led transactions
• Beyond the Check: The strategic value family offices can bring through industry expertise, networks, board participation, and long-term partnership

Capital Formation 2.0: How the SEC’s Proposed S-3 Changes Could Reshape Public Markets

• Expanding the S-3 Universe: How broader eligibility could transform shelf registrations, at-the-market offerings, follow-ons, and capital raising flexibility for smaller public companies
• Modernizing Disclosure and Communications: the proposed expansion of incorporation by reference and offering communications, and what it means for issuers, investors, and underwriters
• Federal vs. State: The implications of preempting state Blue Sky registration requirements and whether greater federal uniformity will improve market efficiency
• Impact on Small-Cap and Emerging Growth Companies: Which issuers stand to benefit most, and could the changes encourage more companies to remain public or pursue public-market financing?

Rethinking the 10-Q: Would Semiannual Reporting Help or Hurt U.S. Markets?

• Examining whether less frequent reporting would reduce short-term market pressures and allow management teams to focus on long-term strategy
• Balancing Transparency and Compliance Costs: How much time and money could issuers save, and what information might investors lose between reporting periods?
• Impact on Small-Cap and Growth Companies: Would semiannual reporting make public markets more attractive to emerging companies, or create new challenges for capital access and valuation?
• Market Efficiency and Price Discovery: Can analysts, investors, and market-makers maintain accurate valuations with fewer mandated disclosures?

Alternative Cashless Exercises: Unlocking Capital Formation or Creating New Dilution Challenges?

• The Evolution of Warrant Exercises: Why issuers are turning to alternative cashless exercise structures instead of traditional cash exercises and inducement transactions
• Balancing Dilution and Capital Needs: How management teams, boards, and investors evaluate the trade-offs between immediate balance sheet benefits and shareholder dilution
• Market Reception and Investor Behavior: Do alternative cashless exercises improve liquidity, reduce warrant overhang, and attract new investors, or simply shift value among existing stakeholders?
• Sustainable Financing Tool or Temporary Trend? Will these structures will become a permanent feature of the small-cap financing landscape or fade as capital market conditions improve?

The New PIPE Playbook: Financing Growth When Capital is No Longer Free

• How higher interest rates and tighter equity markets have reshaped public company financing strategies
• Balancing dilution, execution certainty, and long-term shareholder value creation
• Why institutional investors are demanding stronger economics, governance protections, and downside safeguards

Engineering the Deal: The Next Generation of Structured PIPE Securities

• Beyond common stock: convertible preferreds, mandatory converts, and bespoke hybrid instruments
• Solving valuation disconnects through warrants, ratchets, earnouts, and contingent value rights
• Designing structures that align investor protection with issuer flexibility
• What recent market-leading transactions reveal about the future of structured capital

Activism, Influence, and Control: When PIPE Investors Become Strategic Stakeholders

• The intersection of PIPE investing, activism, and corporate governance
• Negotiating board representation, information rights, and strategic influence
• Managing tensions between passive institutions, activists, and management teams
• Creating alignment while avoiding governance overhang and shareholder backlash

Capital Stack Optimization: PIPEs, Converts, ATMs, and Private Credit in Competition

• Evaluating financing alternatives across equity, hybrid, and debt markets
• When PIPEs deliver superior execution, certainty, and flexibility versus traditional offerings
• How private credit funds are reshaping public company financing solutions
• Building integrated capital structures that withstand volatility and refinancing risk

Life After Closing: Trading Dynamics, Hedging Activity, and Market Performance

• Understanding how PIPE structures influence liquidity, volatility, and price discovery
• The role of short selling, hedging strategies, and arbitrage capital in post-deal trading
• Building institutional ownership and sustainable aftermarket support
• What separates successful PIPE issuers from those that struggle after closing

The Regulatory Tightrope: Navigating Legal Risk in Modern PIPE Transactions

• Evolving SEC scrutiny of PIPE structures, disclosures, and investor communications
• Managing MNPI, wall-cross procedures, and insider trading exposure
• Registration rights, resale mechanics, and disclosure timing considerations
• Lessons from recent enforcement actions, litigation trends, and regulatory developments

Following the Capital: Sector Hotspots Driving PIPE Activity

• Why AI, healthcare, energy transition, digital assets, and defense continue to attract institutional capital
• Sector-specific valuation frameworks and risk assessment methodologies
• Identifying catalysts investors will underwrite—and those they won’t
• Case studies from recent high-profile financings across growth industries

Inside the Investment Committee: How PIPE Investors Make Decisions

• The diligence process behind institutional capital commitments
• Evaluating management credibility, strategic execution, and capital allocation discipline
• Deal characteristics that create conviction—and those that kill transactions
• Return thresholds, portfolio construction, and risk-adjusted underwriting across structures

The Next Decade of PIPEs: Technology, Market Structure, and Capital Formation Innovation

• How AI is transforming investor sourcing, diligence, syndication, and execution
• The potential for tokenization, digital securities, and alternative distribution channels
• Expanding access to PIPE opportunities beyond traditional institutional investors
• What the future market structure for private investments in public companies may look like by 2030

November 4, 2026 Wednesday

5:30–6:00 p.m.

Registration

6:00–8:30 p.m.

Welcome Party

November 5, 2026 Thursday

8:00–9:00 a.m.

Breakfast

9:00–9:10 a.m.

Opening Remarks

9:10–10:30 a.m.

Panel Sessions

10:30–11:00 a.m.

Networking Break

12:00–1:00 p.m.

Lunch

1:00–3:00 p.m.

Panel Sessions

3:00–3:30 p.m.

Networking Break

3:30–5:30 p.m.

Panel Sessions

5:30 p.m.

Cocktail Reception