Merrill M. Kraines advises life sciences and technology clients in corporate, securities, and mergers and acquisition transactions. He has in-depth experience representing biotechnology, therapeutic, diagnostic and medical device companies. Merrill also represents emerging companies in various business and finance transactions in many industries, including: software, Internet, healthcare, IT, alternative energy, financial services, IT consulting, educational publishing, entertainment, office products, advertising, telecommunications, paper and more. Merrill handles numerous IPO’s and secondary offerings, including fully marketed underwritten offerings, registered direct and confidentially marketed offerings, uplistings, off-the-shelf takedowns, private placements, PIPE financings, and cross-over and venture capital financings.
Merrill also represents investment banking firms in connection with public offerings, private placements, sale advisory transactions, fairness opinions and other matters. He handles numerous mergers and acquisitions, licensing and distribution arrangements, joint ventures and cross-border transactions. Merrill has significant experience representing private equity and venture capital firms, both independent and those associated with commercial banks, corporations, universities and medical centers in their fund formation, investment and restructuring activities.
In addition, Merrill advises public companies on matters of corporate governance, securities filings, NYSE and NASDAQ compliance, Sarbanes-Oxley compliance and government investigations.
Represented Applied DNA Sciences, Inc. in a $4.2 million registered direct offering of common stock and pre-funded warrants and a concurrent private placement of warrants to an institutional investor placed by Roth Capital Partners*
Represented PharmaCyte Biotech, Inc. in a $70 million registered direct offering of common stock and pre-funded warrants to institutional investors placed by HC Wainwright*
Represented PharmaCyte Biotech, Inc. in a $15 million public offering of common stock, pre-funded warrants, and uplisting to NASDAQ underwritten by HC Wainwright*
Represented BioXcel, LLC as selling stockholder in a $15 million exercise of underwriter’s overallotment option in connection with the $100 million follow-on public offering of BioXcel Therapeutics, Inc., a clinical-stage biopharmaceutical company, underwritten by BofA Securities*
Represented Inhibikase Therapeutics, Inc., in a $45 million follow-on public offering of common stock underwritten by ThinkEquity*
Represented PharmaCyte Biotech, Inc., in a $100 million S-3 Shelf Registration of Common Stock, Preferred Stock, Debt Securities, Warrants, Rights, and Units*
Represented Spine BioPharma, LLC, in a private placement of Convertible Notes and Series A Preferred Units*
Represented Interpace Biosciences, Inc. in a private placement of $7.5 million of Secured Notes to Ampersand Capital Partners and 1315 Capital*
Represented Applied DNA Sciences, Inc.in a $15 million registered direct offering to a group of institutional investors placed by Roth Capital Partners*
Represented Inhibikase Therapeutics, Inc. in its $18 million Initial Public Offering of Common Stock underwritten by ThinkEquity*
M&A and Other Transactions
Represented Companion Spine and Viscogliosi Brothers, LLC in connection with its purchase of spinal assets from a global medical device company*
Represented Interpace Biosciences, Inc. in connection with the acquisition of assets of the BioPharma Business of Cancer Genetics, Inc. for approximately $23.5 million pursuant to a UCC Article 9 foreclosure sale and the related investment by Ampersand Capital Partners, a leading private equity firm in the diagnostic/biopharma sector, of up to $27 million of Convertible Preferred Stock of Interpace*
Represented Viscogliosi Brothers, LLC and Centinel Spine, in connection with Centinel Spine’s acquisition of the Pro Disc spinal assets from DePuy Synthes Johnson & Johnson and the equity financing in connection therewith*
Represented Series D investors in a restructuring and refinancing of a neuromodulation pain therapy medical device company*
Represented a seller of assets of customer relations (CRM) solutions company for a leading technology consulting firm*
Represented a large European distributor of branded electronics and appliance products in its entry into US markets*
Represented an orthopedic device company in its $375 million sale to a global medical technology company in its regulatory and antitrust matters*
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