Mergers & Acquisitions

• Represented International Fruit Genetics, LLC, a global proprietary fruit developer and licensor, to AMFRESH Group, EQT Future, and Paine Schwartz. 
• Represented a globally recognized, modern wellness company, which empowers people to naturally manage their health & happiness through dose-controlled cannabis therapy, with respect to the sale of substantially all of its assets to a strategic acquirer. 
• Represented a family office in connection with its investment in the PIPE transaction in an Israeli food-tech company.
• Represented a major stockholder of a leading minimally invasive spine surgery and pain management clinic (the Clinic), with respect to the acquisition of a controlling stake in the Clinic by two Los Angeles–based private equity firms.
• Represented WELL Health Technologies Corp. in connection with its purchase of a majority stake in WISP, Inc., a US telehealth and e-pharmacy focused on women's health.
• Represented AccessDX Holdings, a global provider of advanced laboratory diagnostic solutions, in its acquisition of 2bPrecise™ from Allscripts Healthcare Solutions.
• Represented one of the world’s largest media publishers with respect to its acquisition of a controlling stake in a talent management company.
• Advised a medical device company in a development agreement with a publicly traded medical device manufacturer.
• Represented Atlazo, Inc. in the sale of substantially all its assets to Nordic Semiconductor.
• Represented a personal beauty products company in connection with its sale.
• Represented the buyers of a personal beauty products company in connection with the acquisition of the company.
• Represented a large Internet of Things (IoT) company in connection with the acquisition of the fleet tracking business of a large public company.
• Represented Positioning Universal Holdings Inc. in its three-way merger with Global Cloud Fleet Inc. and SVR Tracking Inc. and a related restructuring. Positioning Universal is a major global provider of GPS vehicle and asset monitoring solutions and customizable IoT hardware devices.
• Represented DF Opco, LLC, a portfolio company of Diversis Capital, LLC, in its acquisition of Dari-Farms Ice Cream Co., Inc. 
• Acted as counsel to Diversis Capital in an acquisition for its portfolio company ArrowStream, Inc., which secured substantially all of the assets of American Restaurant Association, Inc. for equity in a newly formed subsidiary of ArrowStream, Inc.
• Represented Digital-Telepathy, Inc. in its sale to ServiceNow for an undisclosed purchase price. Digital-Telepathy was integrated with ServiceNow’s design experience and product development teams.
• Represented Lymber Wellness in its sale to MINDBODY (Nasdaq: MB) for an undisclosed purchase price. 
• Acted as counsel to Sterkly Holdings LLC in its sale to a subsidiary of advertising network company Revizer Technologies Ltd.
• Represented JumpGen Systems LLC in its sale to Parpro, a subsidiary of Taiwanese publicly traded company Pilot Electronics Corporation, which created the combined company Parpro Systems.
• Advised Alactro, LLC,  a primary distributor of unwanted software, in its acquisition of certain intellectual property assets. 
• Counseled GoFast Ordering LLC in its sale to apps suite developer 2pointB, LLC, which connects cab operators and passengers nationwide through mobile devices.
• Represented Canadian game studio DoubleJump Games LLC in its sale to Pike Holdings Inc. 
• Represented PAK Studios LLC in its acquisition of the assets of game guide publisher DoubleJump Publishing, Inc.
• Represented online competitive intelligence company Quantio LLC in its sale to 1010 Data Inc. 
• Advised FrostByte Video, Inc. on matters related to the sale of its assets to Deja View Concepts, Inc.
• Represented electrical component maker DriveOK, Inc. in its merger with architectural and construction management firm PROCON, Inc. Under the terms of the agreement, PROCON acquired 100% of DriveOK and its affiliates.
• Advised Yontoo Technologies, Inc. in its restructuring. The company’s Yontoo browser add-on allows users to control websites through a single application.
• Represented hydrogen storage system manufacturer Steelhead Composites, LLC in its acquisition of certain assets from Lightning Hybrids, Inc. for an undisclosed amount.
• Represented the purchaser in a buyout of a leading car wash company.

Venture Capital Financings

• Represented the Oman Investment Authority in connection with its $85 million investment in the Series E Financing for MycoTechnology, a food products tech start-up.
• Represented Fulcrum Global Capital Fund II, L.P., a venture capital fund focused on investments in companies disrupting agriculture animal health and agriculture supply chain technologies, with respect to its:
  • $4 million investment in Tartan Aerial Sense Tech Private Limited’s (DBA Niqo Robotics) $13 million Series B financing. 
  • Investment in WeedOUT, Ltd.’s Series A Financing.
• Represented the European Bank for Reconstruction and Development, an international multilateral developmental investment bank that uses investment as a tool to build market economies, with respect to its:
  • $1.25 million investment in Esper Inc.’s $5 million Series Seed financing. 
  • $2 million investment in Amenli Insurance PTE. LTD.’s, the first online insurance broker in Egypt, $3.3 million SAFE Financing. 
  • $5 million investment in Axoflow’s, a security data curation pipeline, in its $7 million Series Seed 3 Financing. 
  • investment in Allset, Inc.’s, a dining and takeout platform, Convertible Note Financing.
  • investment in Miros, Inc.’s Series A Financing.
• Represented a special-situation investor in venture capital and growth equity, specializing in structured secondary transactions with respect to:
  • a Prepaid Forward Variable Contract with the founder of an AI-powered Cloud Contact Center (CCaaS) for aggregate proceeds of $6 million. 
  • its $3 million investment in an AI-powered Cloud Contact Center (CCaaS). 
  • its $15 million investment in 18 healthtech companies. 
• Represented Millenium New Horizons, a venture capital fund focused on investments in themes surrounding AI, Machine Learning, Autonomous Machines, Robotics, and Sensors, as lead investor, with respect to its $3.5 million investment in Immersive Inc.’s (DBA Opus Clip) $11.8 million Series A financing.
• Represented Magic AI, Inc., an AI company developing software that helps developers edit code across their entire repository, with respect to its:
  • $117 million Series B financing led by Nat Friedman (former CEO of GitHub) with pro rata participation from CapitalG (Google’s venture fund) and Elad Gil, a prominent venture capitalist and co-founder of Color Health. 
  • $23 million Series A financing. 
• Represented a family office in connection with its investment in a New Zealand dude ranch.
• Represented Endoluxe, Inc. in its Series A Financing.
• Represented GeoDelphi, Inc., a geospatial company, in connection with its Series Seed Financing.
• Represented HMDmd, Inc., a developer of wearable health care displays, in connection with its common stock financing.
• Represented Kahani, Inc., a mobile-first storytelling platform for e-commerce, in connection with its Series Seed Financing.
• Represented a fleet safety technology provider Global Cloud Fleet Inc. in the initial closing of a private placement of redeemable convertible securities. 
• Represented digital media company Baked Goods, Inc. in the initial closing of a private sale of certain revenue-sharing rights under a revenue-sharing agreement. 
• Advised XY – the Findables Company in connection with filing a Form 1-A with the US Securities and Exchange Commission pursuant to “Regulation A+” equity crowdfunding initiative under Section 3(b) of the Securities Act of 1933, as amended.
• Represented Ength Degree LLC, now known as XY – The Findables Company, in its Series A Preferred Stock financing. XY’s products include mobile apps and a Bluetooth finder, which deploy the Internet of Things (IoT) to make real-world items findable through electronic and mobile means.
• Represented Emotion Studio, Inc. in connection with its Series A Financing.
• Represented Ength Degree LLC, now known as XY – The Findables Company, in connection with its convertible note financing. 
• Advised HMDmd, Inc., a developer of wearable, smart, medical-grade displays, in the negotiation of a license agreement with a microdisplay solution manufacturer.
• Represented Ferreter Inc., an AI-powered relationship software developer, in connection with its Series A Financing.
• Represented AgGenetics, Inc., an animal health and biotechnology company, in matters related to its third closing of a convertible senior secured promissory note financing round.
• Represented Intraratio, Inc., a manufacturing data and automation software platform provider, in connection with its Convertible Note Financing.
• Represented Merage Venture Fund: 
  • in the convertible note financing of a computational storage services company.
  • in the Series C financing of an Israeli innovative food technology company.
• Represented Merage Venture Fund and Kamran Siminou: 
  • in the Series A financing of an Israeli medical device company developing a breakthrough dry eye syndrome treatment.
  • as lead investors in the Series A financing of an Israeli company focusing on digital therapeutics for mental health disorders.
• Represented Thea as US counsel in its exclusive licensing agreement with Nevakar for the commercialization in Europe of NVK-002, an investigational eye drop product intended to slow the progression of myopia in children ages 3 to 17. 
• Represented alternative energy developer Primo Wind, in a restructuring transaction and a related financing transaction.
• Advised Steelhead Composites, Inc., a manufacturer of cylinders for energy and fuel storage applications:
  • in its restructuring and Series Seed financing.
  • in its Series A Financing. 
  • in its restructuring and conversion of its existing $15 million credit facility into preferred stock and simultaneous $10 million credit facility.
  • in its convertible note financing.
• Represented Branded Strategic Hospitality: 
  • as the lead investor in Minnow Technologies’ $3 million Series Seed round.
  • in its investments in Brizo Data, Inc., which provides strategic data to the food service industry through its flagship product, Brizo FoodMetrics.
  • as lead investor in connection with its investment in the Series Seed-3 Preferred Stock financing of JB-NY Distributors, Inc. (d/b/a TapRM), a B2B SaaS platform that enables alcohol brands and marketplaces to sell directly from their own websites.
  • as lead investor in connection with its investment in the Series A Preferred Stock financing of GoTab Inc., a restaurant commerce platform.
  • in connection with its Convertible Note Financing.
  • in connection with its investment in the Cut+Dry, Inc., an e-commerce platform for the food service industry, Series A Financing.
  • in connection with its investment in the Go Copia, Inc., a company that uses technology to facilitate the redistribution of surplus food from businesses, Series Seed Financing.
  • in its investment in the GoTab, Inc., a contactless ordering platform, Series A Financing.
  • in its investment in the Incentivio, Inc., an intelligent guest engagement platform for restaurants, Series A Financing.
  • in its investment in the Lavit, Inc., an on demand beverage system developer, Convertible Note Financing.
  • in its investment in the Targetable Sciences, Inc., a digital marketing platform, Series A Financing.
  • in its investment in Best Response Strategy, Inc.’s, an advertising platform’s, preferred stock financing.
  • in its investment in the Softpoint, Inc., a fintech company focused on the hospitality industry, preferred stock financing.
• Represented Baring Vostok Capital in connection with its investment in the Electroneek, Inc., an AI-powered robotic process automation developer, Series A Financing.
• Represented Portage Ventures in connection with its:
  • investment in the Choosing Therapy, an online platform that connects individuals with licensed therapists, Series Seed Financing.
  • investment in the Kikoff, Inc., a fintech company, Series B Financing.
  • investment in the Atomic, Inc., a financial technology company that provides APIs for direct deposit switching, Series A Financing.
  • investment in the Alpaca, Inc., an asset management technology company, Series B Financing.
  • investment in the Atomic, Inc., a financial technology company that provides APIs for direct deposit switching, Series B Financing.
  • investment in the Retireable, Inc., a financial services company that offers personalized retirement planning and management solutions, Series Seed Financing.
  • investment in the Alpaca, Inc., an asset management technology company, Series F Financing.
• Represented Target Global in connection with its:
  • investment in the Casava, Inc., a Nigerian insurtech company, Series Seed Financing.
  • investment in the Kippa, Inc., a fintech company, SAFE Financing.
  • investment in theIndicina, Inc. Series Seed Financing.
• Represented Voltpost, Inc., a lamp-post electric vehicle charging platform, in connection with its SAFE financing.
• Represented SocialTrendly, Inc. in connection with its Series A Financing.
• Advised Atlazo, Inc. in matters related to its $11 million Series A financing.
• Represented Positioning Universal Holdings Inc. in its Series A Preferred Stock offering and a related rights offering. Positioning Universal is a global provider of GPS vehicle and asset monitoring solutions and customizable Internet of Things (IoT) hardware devices.
• Represented Paul Merage and Kamran Siminou as lead investors in the $2 million Series A Preferred Stock financing of Butterfly Medical Ltd., the developer of an implant to treat men suffering from enlarged prostate (BPH) symptoms.
• Advised early stage medical device company Ifovea, Inc. in its Series Seed financing.
• Acted as counsel to Ligand Pharmaceuticals Incorporated (Nasdaq: LGND) in its $3 million investment in Dianomi Therapeutics, Inc., a biopharmaceutical company focused on utilizing large and small molecules to treat various diseases and on therapies for inflammatory diseases.
• Advised GW Apps, Inc. in its Simple Agreement for Future Equity (SAFE) financing.
• Represented Ansun Biopharma, Inc., a clinical-stage company developing host-directed anti-viral therapies for respiratory viruses: 
  • in connection with its $85 million Series A financing round led by Sinopharm Healthcare Fund and Lilly Asia Ventures.
  • in connection with its convertible note financing. 
  • in a rights offering. 
• Counseled dock.io in connection with its token sale, raising a total of $20 million from over 10,000 investors.
• Represented the Elastos Foundation in its final round of public sales of ELA Tokens in its initial coin offering, which raised over $57 million. At an initial price of 800 ELA tokens per 1 bitcoin, this was the highest-priced token crowdsale at the time.
• Advised Tech M3, Inc. d.b.a PureForge, a manufacturer of brake rotors and pads for commercial, military, and medical applications, in a Series A financing round.
• Represented angel investor Peter Fisher with his investment in San Diego start-up SOCi, Inc., a social media marketing and management platform that enables companies to create and publish social media pages and campaigns.
• Represented lead investor Peter Fisher in the SOCi, Inc. Series A Preferred Stock financing, which raised $1.5 million. Additional investments came from Silicon Valley Growth Syndicate, Afas Benhaim, Trevor Klein, and David Klein.
• Represented Jeff Friedman as the Tech Coast Angels lead investor in a convertible note financing for MatriSys Bioscience, Inc., which raised $1.5 million during this financing round.
• Represented members of Tech Coast Angels: 
  • in connection with their investment in Series A Preferred Unit financing of Precision Information, LLC, which provides interactive financial education products, including the “Educated Investor”.
  • in connection with their investment in the Series A Financing of SeniorQuote Insurance Services, Inc., which raised $1.4 million during the financing round.
  • in connection with their investment in the convertible note financing of MojoPages, a local business listings search engine.
  • in their investment in the H20 Audio, Inc. convertible note financing. H20 Audio makes waterproof headphones and iPod accessories for athletes.
  • in their investment in Edgeware Analytics, Inc. convertible note financing. Edgeware Analytics’s online platform, Small Business Loan Exchange, provides technology products and services to the business lending marketplace.
  • in connection with their investment in the Series A-1 Preferred Stock financing in Santrino, Inc.
  • in the Vox Sports, Inc. Series A Preferred Stock financing.
  • in connection with their investment in the Series A Preferred Stock financing of Dayak, Inc., an online recruiting marketplace that connects employers with recruiters.
  • with their investment in image marketplace BrightQube, Inc. Series A Preferred Stock financing. BrightQube raised approximately $650,000 during this financing round.
  • in the Series B-2 Preferred Stock financing of restaurant rewards app MOGL Loyalty Services, Inc.
  • in their investment in the convertible note financing of AnaBios Corporation. AnaBios raised approximately $390,000 during this financing round.
• Represented NeurOptics, Inc. in its revenue participation note financing. NeurOptics, the leader in the science of pupillometry, develops and commercializes technologies to improve medical decision-making and research in the fields of critical care medicine, neurology, neurosurgery, emergency medicine, and ophthalmology.
• Advised Abimmune Biopharma Inc. in connection with its convertible note financing. The start-up focuses on generating novel nanobody-based drug candidates for a wide spectrum of immunomodulatory and oncology targets related to T lymphocytes, solid tumors, and tumor stem cells.
• Advised Fragmob, LLC, a San Diego–based developer of direct selling mobile technology, in its senior revenue participation note and warrant financing. 
• Advised Beeya.com, Inc. in connection with its Series Seed financing. Beeya.com is a hybrid social media and professional network that matches employees with employers. 
• Represented Baker & Eastlack Capital Management, LLC in the formation of its first venture fund, Baker & Eastlack Fund I, LP, which focuses on emerging growth companies in the health care industry.
• Advised Vala Sciences, Inc., a San Diego–based company that develops and commercializes cell-image-based instrumentation, reagents, and analysis software tools for academic, pharmaceutical, and biotechnology scientists, in its convertible note financing. 
• Represented Luxembourg-based private equity fund SGF Advisors (CI) Ltd. in a $7.5 million purchase of convertible secured promissory notes of digital marketing consulting and analytics company Optimal Strategix Group, Inc.
• Represented Silva-Glo Venture Partners, LLC in the Performa Learning, Inc. Series A Preferred Stock financing.
• Represented LightSource Wind, LLC in its Series B-1 Preferred Unit Financing. LightSource Wind is a San Diego–based company that operates within the electric services industry by investing in, developing, and operating renewable energy projects.
• Represented CLE compliance provider LexVid Services, Inc.: 
  • in its convertible note financing. 
  • in its Series A Preferred Stock financing. 
• Represented Betler Corporation in its Series A Preferred Stock financing.
• Represented banking software company ProfitDesk, Inc. in its Series A Preferred Stock financing. 
• Represented NetAdventures, Inc., a provider of travel-related information, products, and services, in its debt financing. 
• Represented Agree Media, LLC in its Series A Preferred Unit financing. The privately held company delivers high-quality leads to its customers based on data measuring their targets’ intent.
• Represented LightWave Photonics, Inc. in its Series A Preferred Stock financing. LightWave Photonics delivers conductive, reflective, and lattice-matched templates intended for subsequent epitaxial growth of Gallium Nitride–based LEDs and Lasers.
• Represented information technology services company PathAR, LLC in its convertible note financing. 
• Represented the lead investor in the Series A financing of FrostByte Video, Inc., a start-up technology company that developed the world’s first automated video production system, which includes Video-as-a-Service (VaaS) solutions for a variety of industries.
• Represented the lead investor in the Series A Preferred Stock financing of Engine Games, Inc., a Southern California-based studio that develops games for mobile and desktop devices.
• Represented QuestPoint Digital LLC in its convertible note financing. QuestPoint is a computer software developer that provides innovative online advertising, web properties, and mobile applications to millions of users around the world.
• Represented NotesFirst, Inc. in its $150,000 convertible note financing. The health care technology start-up developed a cloud-based application that enables users to capture and manage clinical notes.
• Represented green technology company Mayaterials, Inc. in its Series A Preferred Stock financing. Mayaterials derives its products from agricultural and biofuel waste products.
• Represented BeHere Corp. in its Series B Preferred Stock financing, raising $4.5 million. Birchmere Ventures acted as lead investor.
• Represented the lead investor in the convertible note financing for Virtual Metrix Inc., a computer software company that creates performance management solutions for microprocessor-based devices.
• Represented Direct Message Lab, Inc. in its Series A Preferred Stock financing. The company provides businesses with a central platform to help manage their social media and marketing across all communication channels.
• Represented Find Your Smile, LLC in its Series A Preferred Stock financing. The San Diego–based company operates within the business services industry.
• Represented NeurOptics, Inc. in its Series A, B, and B-1 Preferred Stock financings. Neuroptics, the leader in the science of pupillometry, develops and commercializes technologies to improve medical decision-making and research in the fields of critical care medicine, neurology, neurosurgery, emergency medicine, and ophthalmology.
• Represented HitFix, Inc. in its Series A Preferred Stock financing, raising approximately $4 million. Investors included Golden Seeds, Liquid Capital Group, and Tech Coast Angels.
• Represented Conductor, Inc. in its Series A Preferred Stock financing, raising $2.6 million. Investors included FirstMark Capital and Amish Jani.
• Represented PowerNaps, Inc. in its Series A Preferred Stock financing.
• Represented Aligned Telehealth, Inc. in its Series B Preferred Stock financing. The telemedicine and health care management company offers clinical and consultation services for Asana Integrated Medical Group (AIMG).
• Represented 9th Street Ventures LLP with its investment in the Boulder Ionics Corporation convertible note financing.
• Represented 9th Street Ventures LLP in connection with its investment in the Series A Preferred Stock financing of Boulder Ionics Corporation, which raised approximately $4.3 million during the financing round. Additional investors included Pangaea Ventures, CalCEF Clean Energy Angel Fund, JSR Corporation, and Protonic Capital.
• Represented the lead investor in the Series A Preferred Stock financing of ExtendCredit Incorporated,  a provider of a cloud-based Software-as-a-Service financial services platform for large enterprises and companies.
• Represented DoubleJump Games LLC, a Canadian game studio focused on developing mobile games in its Series A Preferred Stock financing.
• Represented Agile Nanotech, a provider of compressible liquid energy management solutions, in its Series A Preferred Stock financing.
• Represented 4Access Communications Company in its Series A-F Preferred Stock financings and various convertible note financings. 4Access Communications creates point-of-transaction systems for merchants in the US electronic payments industry.
• Represented eLux Medical, Inc., a medical technology company developing nanomedicines for liposuction, in its Series A Preferred Stock financing.
• Represented Basalt Capital, LLC, a commercial mortgage-backed securities investment advisor and asset manager: 
  • in connection with its investment in the PetCure Oncology LLC convertible note financing.
  • in the PetCure Oncology Partnership-Phoenix LLC Equipment financing. 
  • in the PetCure Partnership New Jersey LLC Equipment financing. 
• Represented CRIM, LLC in connection with its investment in a convertible note financing for AVD Digital Media, a provider of interactive in-video technology, including advertising and e-commerce technologies.
• Represented CRIM, LLC with its investment in the Digital Arbitrage, Inc. Series A-3 Preferred Stock financing. Digital Arbitrage is a San Diego–based provider of hospitality management software solutions.
• Represented the lead investor in the OEOEO LLC Series A Preferred Unit financing.