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Reverse Mergers + PIPEs

Reverse Mergers, APO’s + Going Public

At Anslow + Jaclin we have successfully taken numerous private companies public through reverse mergers, direct public offerings and underwritten IPO’s. We specialize in going public transactions utilizing a reverse merger and PIPE offering which provides companies with an alternative method of going public without an underwriter (APO). This alternative public offering is considerably quicker and less expensive than a traditional IPO and provides the same capital-raising of a traditional IPO.

PIPEs + Corporate Finance

Our extensive representation of emerging companies and investors has provided us with a wealth of experience in corporate finance transactions. We are one of the most active firms in the country in representing issuers in public and private debt and equity offerings, including private equity, Private Investment in Public Equity (PIPEs), venture capital, equity lines, secondary offerings, Regulations D and S offerings, convertible debt, secured and unsecured loans, and bridge financings. Anslow + Jaclin is consistently ranked by Deal Flow Media among the top 10 law firms in the U.S. in representing issuers in PIPE transactions. We use our extensive relationships in the investment community to introduce clients to sources of capital and have helped our clients raise tens of millions of dollars.

Representative Transactions

  • Represented a multimillion dollar Chinese pharmaceutical company in a PIPE transaction of $7,560,000
  • Represented a multimillion dollar Chinese pharmaceutical company in a reverse merger with a U.S. bulletin board company concurrent with a PIPE transaction of approximately $12,000,000
  • Represented a mining and exploration issuer in raising net proceeds of $10,000,000 through a private placement
  • Represented a multimillion dollar media and entertainment company going public through a alternative direct public offering utilizing a share exchange coupled with PIPE financing
  • Represented numerous issuers in pre-effective IPO's
  • Represented various issuers in $2,000,000 PIPE financing transactions

Securities

Anslow + Jaclin’s securities practice encompasses all areas of federal, state, and foreign securities laws including general representation of publicly and privately held corporations.

We counsel clients on a variety of securities matters and transactions such as reverse mergers, PIPE financings, registration statements, 1934 Exchange Act filings, compliance with the Sarbanes-Oxley Act of 2002, private placement offerings and "blue sky" filings.

We have been ranked by:

  • SEC New Registrations Report as one of the Top 15 Issuer's Counsel in the United States for Pre-Effective IPOs since 2001 and currently rank 6th as of July 2006
  • The PIPEs Report published by Deal Flow Media, Inc. as one of the top 10 Issuer Legal Counsel in the United States for number of placements advised and currently rank 5th as of August 2, 2006.

Securities Registration, Listing + Compliance

Our professionals have significant expertise in drafting, filing and procuring effective SEC registration statements and with counseling clients on SEC compliance issues, including the Sarbanes-Oxley Act of 2002 and the 1934 Exchange Act periodic reporting obligations. With the emergence of the Sarbanes-Oxley Act of 2002, public companies are subject to increased disclosure requirements and new corporate governance requirements for securities traded on the Nasdaq, NYSE, AMEX, OTCBB, Pink Sheets, etc. Our representation of hundreds of public companies over the years has allowed us to obtain unprecedented knowledge and experience with these new requirements and with the SEC registration and reporting requirements that all U.S. public companies are subject to under the U.S. securities laws and regulations. At Anslow + Jaclin, we leverage our extensive experiences in working with the SEC on comments to registration statements and periodic filings to minimize the amount of comments on our registration statements and periodic filings. Our burgeoning experience also allows us to effectively counsel companies on compliance with state Blue Sky laws and other securities law issues such as reorganizations, recapitalizations, board of director and shareholder issues, and employee stock option plans (ESOPs).

Additionally, we also represent issuers in assisting FINRA registered broker/dealers in the Form 15c211 process to obtain stock quotations on the Over the Counter Bulletin Board (OTCBB) and Pink Sheets, OTCOX Markets, and with national and international exchange listing applications and regulations for the Nasdaq, NYSE, AMEX and London's AIM Market.

Corporate Finance

Our extensive representation of emerging companies has provided us with a wealth of experience in corporate finance transactions. We are one of the most active firms in the country in representing issuers in public and private debt and equity offerings, including private equity, Private Investment in Public Equity (PIPEs), venture capital, Standby Equity Distribution Agreement (SEDAs), secondary offerings, Regulations D and S offerings, convertible debt, secured and unsecured loans, and bridge financings. Anslow + Jaclin is consistently ranked by Deal Flow Media among the top 20 law firms nationwide in representing issuers in PIPE transactions. We use our extensive relationships in the investment community to introduce clients to sources of capital and have helped our clients raise millions of dollars.

Going Public

At Anslow + Jaclin we have successfully taken numerous private companies public through reverse mergers, direct public offerings by filing a registration statement and underwritten IPOs. We specialize in going public transactions utilizing a reverse merger and PIPE offering which provides companies with an alternative method of going public without an underwriter. This alternative public offering is considerably quicker and less expensive than a traditional IPO and provides the same capital-raising of a traditional IPO.

Representative Transactions

Corporate + Business

We service a broad range of public and private companies at all stages of development, from early start-ups to mature, publicly traded companies. Anslow + Jaclin’s legal and business acumen provides a measurable difference to our clients. We focus on practical, innovative solutions that provide our clients with valued results. As a result, we have developed a keen understanding of the issues facing our clients throughout each phase of the business life cycle.

We counsel our clients on the legal and business aspects of organizing, operating, financing, and growing their businesses. We have extensive experience in providing to our domestic and international clients corporate and business counseling in virtually all facets of corporate and business law, including compliance, and negotiating, structuring and closing sophisticated transactions and agreements such as reorganizations, recapitalizations, distribution agreements, consulting agreements, employment agreements, licensing agreements, stock option plans and various other business related ventures. We also advise our clients on director and officer liability, dissolution, franchising, joint ventures, business successions, shareholders’ rights, and countless other business enterprises.

Mergers + Acquisitions (M+A)

We execute a wide variety of complex and sophisticated merger, acquisition, divestiture and reorganization transactions, including reverse mergers, share exchanges, triangular mergers, asset purchases and sales, and cross-border acquisitions. Our approach to mergers and acquisitions from a business and entrepreneurial perspective allows us to anticipate our clients’ needs and develop practical and cost-effective business solutions to the most complex and challenging matters. Anslow + Jaclin's team-oriented professionals pride themselves on being highly responsive problem solvers with substantial experience in the architecting, due diligence, negotiation and structuring techniques necessary to facilitate the consummation of the most complex and challenging M+A transactions. Our clients include publicly and privately held corporations, limited liability companies, partnerships, individuals, entrepreneurial start up enterprises and other business entities in all industries.

International Business + Cross-Border Transactions

Anslow + Jaclin recognizes the overwhelming growth and emergence of companies throughout the world and has considerable experience in representing foreign and domestic entities in cross-border M+A, corporate and business transactions. We have successfully represented companies from China, Japan, Europe and Canada in all facets of business and corporate transactions, including going public, capital financing and joint ventures, which have allowed us to develop an impressive network of capital resources to assist clients in these transactions and to run their businesses.

Representative Transactions

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