Theodore (Ted) Ghorra

• Representation of a public company in a $2.375M private placement of convertible debt of a dual-listed U.S. and Canadian logistics company.
• Representation of a dual-listed company in connection with its establishment of an equity line of credit facility, including preparation of registration statement, and filing with and clearance by the SEC.
• Representation of a public company client in connection with a shareholder meeting via proxy, including Charter amendment and board elections.
• Representation of a public company in a debt offering, convertible into up to 5 million shares of common stock.
• Representation of a publicly traded Canadian company in its cash and stock acquisition of a multimillion-dollar U.S.-based logistics and last mile delivery business, including regulatory analysis and clearance, as well as on its simultaneous acquisition financing transaction.
• Bridge financing for a publicly listed company in the form of a convertible debenture with an institutional fund.
• Representation of Integrated Media Technology Corp., a Nasdaq-listed Australian company, in connection with a follow-on registered direct offering pursuant to a Securities Purchase Agreement with an accredited investor for the issuance and sale in a registered direct offering of 158,730 ordinary shares of the Company.
• Representation of a public company in connection with the preparation of a distribution agreement with a major northeast regional distributor who will be a reseller of our clients’ products, CBD and CBG infused edibles.
• Representation of an Australian public corporation in the preparation and filing of a Form S-8 registration statement and in connection with corporate governance issues.
• Representation of a US public company in the execution of a $5 million registered equity line of credit arrangement and filed and received effectiveness under Form S-1 pursuant to the terms of an Investment Agreement and Registration Rights Agreement with an institutional investor.
• Representation of Spherix Incorporated, a Nasdaq-listed company, in connection with its issuance of common stock, preferred stock and warrants in a Form S-1 offering.
• Representation of Spherix Incorporated in its licensing transaction with RPX Corporation (also a public company), whereby our client granted a license to RPX in exchange for the redemption of certain outstanding preferred stock, a release of liens on its assets and cash to our client, among other items included in the transaction.
• Representation of Spherix Incorporated, as issuer’s counsel, for aggregate financings of approximately $22 million via registered securities offerings of common stock and common stock warrants.
• Representation of PhotoMedex, Inc., as issuer’s counsel, for its $40 million concurrent registered offerings of common stock.
• Advised on a unit securities offering, consisting of common stock and warrants for a publicly traded and dual listed Canadian and US company client.
• Assisting Australian public company with ATM transaction as issuers counsel involving Cantor Fitzgerald as placement agent.
• Acting as United States outside General Counsel to a Nasdaq listed Biotechnology company in its SEC submissions, Financing Transactions and Securities Offerings, as well as advising on and participating in Board of Director Meetings and other corporate governance matters.
• Assisting a client in preparation of Term Sheet in its bidding process for the acquisition of a Cannabis business and Real Property.

Mr. Ghorra acts as outside general counsel to a number of private companies, assisting them on an ongoing basis with routine and event-driven securities filings, regulatory and compliance advice, licensing, mergers and acquisitions, and other matters.

• Representation of a secured loan facility on an interest yield transaction for a client to a health insurance technology platform provider.  The deal involved a secured promissory note, security interest agreement, deposit and control account agreement and UCC filing.
• Assists various industry clients, including life science, medical device, and other industry-related companies in their financing, securities offerings, and fundraising transactions.
• Representing Australian dairy company in connection with various US matters, including establishment of US based subsidiary, proposed financings, FDA submissions, and various contractual matters.
• Representation of a medical device and biotechnology company in connection with a convertible note financing with a large pharma strategic fund.
• Representation of a medical device and biotechnology company in connection with development and collaboration agreements with global manufacturing and pharma companies.
• Representations of a Fintech Company in connection with regulatory and compliance matters involving their derivative trading and software technology, as well as registration matters.
• Representation of Lupagen Inc., a medical device company, in connection with a Services and Licensing Agreement with a major pharmaceutical company.
• Assisting a medical device/biotech client in the negotiation and preparation of a collaboration agreement with Umoja BioPharma Inc., including non-dilutive financing.
• Representation of a biotech client in the preparation of an  employment agreement and executive compensation related matters.
• Representation of Serendipity Brands Inc., an ice cream manufacturing and distribution business, in connection with its private placement of securities.
• Representation of a U.S. private company in preparation of a Form 10 Registration Statement in its conversion to a publicly reporting company.
• Representation of a medical device company in connection with its licensing and domestic and international intellectual property matters, including patent and trademarks.
• Representation of a domestic consumer products company from formation, assisting the company from the product concept stage through IP securitization and product launch.
• Representation of a domestic company in its formation, establishment of online distribution, marketing and consulting arrangements and corporate governance advice, as well as in closing its initial financing transaction.
• Advised on a $2.5 million convertible debt financing for a medical device/biotechnology (privately held) company client with a large Japanese pharma company investor.
• Representation of a medical device and biotechnology company in connection with its manufacturing agreement.
• Representation of a medical device and biotechnology company in connection with its customer supply agreements.

• Representation of a secured loan facility on an interest yield transaction for a client to a health insurance technology platform provider.  The deal involved a secured promissory note, security interest agreement, deposit and control account agreement and UCC filing.
• Secure FINRA and Nasdaq clearance for all transactions requiring regulatory submission and approval of such securities offerings.
• Representation of Alere Financial Partners, a division of Cova Capital Partners, as placement agent’s counsel in connection with private placement of common stock by NexGel, Inc.
• Representation of Wells Fargo Securities as lead underwriter in an underwritten offering of common stock by Avid Bioservices, Inc.
• Representation of Ambria Capital in connection with its investments in private and public companies, as well as in going public transactions.
• Representation of Needham & Company, LLC, as underwriter’s counsel, for Nova Measuring Instruments Ltd.’s (Israel domestic) $18.4 million CMPO offering of ordinary shares.
• Representation of Tangiers Capital in connection with securities law advice.
• Representation of Cowen Inc. as the exclusive Placement Agent for The Wet Seal, Inc.’s $27 million follow-on Regulation D Private Placement of public company securities.
• Representation of J.P. Morgan Securities, as underwriter’s counsel, in ARIAD Pharmaceuticals, Inc.’s $323 million public offering of common stock for newly FDA approved oncology therapy.
• Representation of Janney Montgomery Scott, as underwriter’s counsel, for d’ELia’s Inc.’s $15.8 million public offering of common stock, and a concurrent private placement of $21.8 million in principal amount of 7.25% convertible notes.
• Representation of Lazard Capital Markets LLC, Oppenheimer & Co. Inc., JMP Securities LLC and Maxim Group LLC, as underwriter’s counsel, for Organovo Holdings, Inc.’s $47 million public offering of common stock with over-allotment.
• Representation of Needham & Company, LLC and D.A. Davidson & Co. as underwriter’s counsel, for Radisys Corporation’s $23 million follow-on public offering of common stock.
• Representation of Lazard Capital Markets LLC, Cowen and Company LLC, JMP Securities LLC, Wedbush PacGrow Life Sciences and Canaccord Genuity, as underwriter’s counsel, for Sarepta Therapeutics, Inc.’s $125 million public offering of common stock.
• Representation of Lazard Capital Markets LLC, as underwriter’s counsel, for Globalstar Inc.’s $38 million private placement of convertible senior unsecured notes and warrants to purchase common stock.
• Representation of Barclays Capital, Inc., as underwriters’ counsel, for Halozyme Therapeutics, Inc.’s $72 million public offering of common stock.
• Representation of Lazard Capital Markets LLC, as placement agent’s counsel, for Evergreen Energy Inc.’s at-the-market program to sell up to $10 million in common stock.
• Representation of Kinderhook Partners L.P., as investor counsel, for Patient Safety Technologies, Inc.’s $7.1 million offering of common stock.
• Representation of Lazard Capital Markets LLC, as underwriter’s counsel, for Harvest Natural Resources Inc.’s $32 million registered direct offering of senior convertible notes.
• Roth Capital Partners in connection with US IPO of Australian public company.