Represented Nasdaq listed public company in multiple rounds of convertible preferred equity PIPE (“public investment in private equity”) offerings, in connection with client’s acquisitions of strategic target companies, including Nasdaq Listings of Additional Shares, securing shareholder approval under relevant Nasdaq shareholder approval rules, and the registration of underlying shares on Form S-3 with the U.S. Securities and Exchange Commission.
Represented BriteSmile, Inc. (Nasdaq) over 10 years in connection with series of private placements valued over $110,000,000 in common stock and convertible notes, including PIPE transaction resale registration statements on Form S-3.
Represented MB Media Group, Inc., a southern Utah radio station business, in connection with the sale of the company to Cherry Creek Radio.
Represented Intermountain Financial Benefits, Inc., a medical benefits brokerage firm, in connection with its sale to Arthur J. Gallagher & Co.
Represented publicly traded ActiveCare, Inc. in connection with Series A Convertible Preferred Stock offering and related merger with HG Partners, Inc.
Represented publicly traded Volu-Sol, Inc. in connection with Series B Preferred Stock private offering.
Represented public Nasdaq company in connection with simultaneous acquisition of 6 dealership entities.
Represented Arnevut Resources, Inc. and Tuvera Exploration, Inc. before the Utah Securities Division, Utah Department of Commerce, in connection with a Fairness Hearing under the Utah Uniform Securities Act, related to the reorganization of Arnevut from a Colorado entity, to a Utah subsidiary of Tuvera as a British Columbia corporation.
Represented USANA, Inc. in connection with acquisition of Wasatch Product Development, Inc.
Represented publicly traded BriteSmile, Inc. in connection with sale of over 5,000 teeth whitening associated center assets to Discuss Dental, Inc.
Represented USANA, Inc. in connection with SEC annual, quarterly, and current periodic reporting and corporate governance compliance, including annual meeting proxy statement work.
Managed public company legal and SEC public disclosure strategies in response to national, negative publicity campaign by industry detractor.
Represented public company in connection with company response to shareholder proxy proposals by shareholder activist under the SEC’s Proxy Rule 14a-8 regarding shareholder proposals.
Representation of Nasdaq listed company in connection with presentation and defense of company Plan of Compliance before the Nasdaq delisting hearing panel, Washington, DC.
Represented numerous private companies in connection with sales of securities to equity investors, exempt from registration pursuant to Regulation D promulgated by the US Securities and Exchange Commission.
Represented Arctic Circle, Inc. in connection with the merger of Arctic Circle with Quaker State Minit-Lube, Inc.