Capital Market Transactions 

• Represented an enterprise application software company with international operations in its $25 million initial public offering, listing on NASDAQ, and SEC reporting and compliance matters. 
• Represented a cellular technology company in its $50 million initial public offering, listing on NASDAQ and SEC reporting and compliance matters. 
• Represented an electronics manufacturer of digital power components in its initial public offering and SEC reporting and compliance matters. 
• Represented a publicly held dental technology company in several PIPE investments and SEC registration statements, reporting and compliance matters. 
• Represented a publicly held natural resource company with molybdenum and gold mining operations in connection with several PIPE investments and SEC registrations, reporting and compliance matters. 
• Represented a publicly held satellite communications company in several PIPE investments and SEC registrations, reporting and compliance matters. 
• Represented an enterprise application software company in connection with a $50 million shelf offering registered with the SEC for future acquisitions. 
• Represented a publicly held satellite communications company in connection with an underwriting of corporate bonds for the construction and launch of its constellation of low earth orbiting satellites. 
• Represented a publicly held natural resource company with gold mining operations in several PIPE investments and SEC registrations, reporting and compliance matters. 
• Represented a publicly held specialty chemical company with operations in Europe in connection with its capital raising and SEC reporting and compliance as a “foreign private issuer.” 
• Represented a publicly held geothermal energy company in connection with its capital raising and SEC reporting and compliance as a “foreign private issuer.”
• Represented a publicly held gold mining company with mining operations in Tanzania in connection with its SEC registered capital raising and reporting requirements as a “foreign private issuer.” 
• Represented a venture backed privately held web based high school sports company in connection with three rounds of venture capital investments. 
• Represented a privately held gold mining company in connection with a $20 million private placement for exploration and development of its gold mining properties. 
• Represented a privately held gold mining company in connection with a $15 million offering of securities in the form of Gold Delivery Certificates for the forward sale of gold bullion. 
• Represented a $100 million private debt fund in its fund formation and private placement of equity securities. 
• Represented a $10 million private equity fund focused on the purchase of distressed residential real estate in connection with the funds formation and private placement of equity securities. 

Mergers and Acquisitions 

• Represented Calidi Biotherapeutics, a clinical-stage biotechnology company, in its merger with First Light Acquisition Group, a special-purpose acquisition company (SPAC). The combined company is named Calidi Biotherapeutics Inc. and will be traded on the New York Stock Exchange under the ticker symbol "CLDI."
• Represented a cellular technology company in its $500 million acquisition shelf public offering and the acquisition of several cellular technology companies using proceeds and/or shares registered on the shelf offering. 
• Represented a publicly held enterprise application software company in connection with its acquisition of another publicly held enterprise application software company (manufacturing) in a cash out merger transaction. 
• Represented a publicly held enterprise application software company in connection with the acquisition of the enterprise application software assets (hospitality) of another publicly held company in an asset purchase transaction for cash in seven different countries. 
• Represented a publicly held enterprise application software company in connection with the acquisition of a privately held enterprise application software company (point of sale) in an asset purchase transaction for cash. 
• Represented a venture backed privately held visual display systems integrator with international operations in a SEC registered merger transaction with another visual display systems integrator. 
• Represented a venture-backed privately held web based high school sports company in connection with its sale to a publicly held national broadcasting company in a cash out merger transaction. 
• Represented a publicly held energy services company in connection with its acquisition of a privately held energy services company and continued listing on the NYSE Amex in a merger transaction. 
• Represented a publicly held energy services company in several acquisitions of other energy services companies throughout the United States. 
• Represented a publicly held natural resource company with gold mining operations in California with a Chapter 11 reorganization and emergence as a private equity fund financed privately held gold mining company with a $3 million capital raise. 

Intellectual Property Licensing and Transfers 

• Represented a publicly held dental technology company in connection with the worldwide distribution and licensing of its products. 
• Represented a publicly held satellite communications company in a joint venture with Alcatel Space Industries for the construction and launch of a constellation of low earth orbiting satellites.

Financial Institutions 

• Represented several community banks in connection with their organization, charter authorization with state and federal banking agencies, deposit insurance approval with the FDIC, and their initial public offerings. 
• Represented several publicly held bank holding companies and commercial banks in their acquisitions or dispositions in both stock for stock merger transactions and cash out merger transactions, including regulatory approvals for the transactions. 
• Represented several publicly held savings institutions in connection with their capital raising transactions, including regulatory approvals for the transactions. 

International Finance and Ventures 

• Represented a publicly held dental technology company in connection with the reorganization of its subsidiaries with a reincorporation in the Cayman Islands and the reorganization of its Hong Kong subsidiary in anticipation of a venture capital financing. 
• Represented a Canadian listed natural resource company in connection with the acquisition of another Canadian listed natural resource company in a merger transaction that resulted in the combined companies initial public offering in the United States and listing on the NASDAQ. 
• Represented a publicly held natural resource company in connection with a joint venture financing of a gold mining operation in the former Soviet Union with another publicly listed natural resource company. 
• Represented a publicly held natural resources company in connection with several US/Russian joint ventures for mineral exploration and development in the former Soviet Union. 
• Represented a publicly held natural resource company in connection with a joint venture financing for the development of a gold mining operation in Nevada with Canadian publicly held natural resource company. 
• Represented a privately held real estate development company in connection with a US/Russian joint venture involving a residential and resort development in Moscow, Russia that included a Robert Trent Jones, Jr. designed 18 hole golf course known as the “Moscow Country Club”. 
• Represented a privately held resort development company in connection with its acquisition and development of a destination resort and residential community in French Polynesia. 

China Practice 

• Represented a publicly held dental technology company with a $7 million Series A venture capital investment by IDG Accel into the company’s Chinese subsidiary. 
• Represented a publicly held company in its acquisition of a China based manufacturing facility from an insolvency trustee in an asset purchase transaction for cash and its listing on NASDAQ. 
• Represented a publicly held pharmaceutical company with all of its operations in China in connection with a “going private” transaction in the form of a cash out merger. 
• Represented a publicly held telecommunications component manufacturer with substantially all of its operations in China in connection with several PIPE investments and SEC registrations. 
• Represented a China-based polyurethane manufacturer in the shoe and garment industry in connection with its registration with the SEC as a public company under the Securities Exchange Act of 1934. 
• Represented a China-based refractory company in connection with its registration with the SEC as a public company under the Securities Exchange Act of 1934. 
• Represented a China-based pharmaceutical company in connection with its SEC compliance and reporting matters.
• Represented a China-based medical device company in connection with its SEC compliance and reporting matters. 
• Represented a China-based financial media company in connection with its SEC compliance and reporting matters. 
• Represented a privately held telecommunications technology company as US counsel in connection with its initial public offering on the Hong Kong Stock Exchange. 
• Represented a publicly held natural resources company with all of its gold mining operations in China in connection with its SEC compliance and reporting matters. 
• Represented a publicly held natural resources company with all of its silver mining operations in China in connection with its SEC compliance and reporting matters. 
• Represented several Chinese companies in connection with the purchase of businesses in the United States and the regulations under the Committee on Foreign Investment in the United States. 
• Represented U.S. companies in connection with foreign direct investments in China and the establishment of Wholly Foreign Owned Enterprises under Chinese law. 

SEC Regulation and Enforcement 

• Registration of several new companies as “broker dealers” under the Securities Exchange Act of 1934 and the Financial Industry Regulatory Authority. 
• Represented several individuals and entities in their registration as “investment advisors” under the Investment Advisers Act of 1940. 
• Represented several registered broker dealers and investment advisors in connection with SEC and FINRA examinations and investigations. 
• Represented a publicly held software company in connection with an SEC investigation and enforcement proceeding alleging insider trading and securities fraud. 
• Represented directors and controlling shareholder of publicly held company in connection with an SEC investigation and enforcement proceedings with parallel Department of Justice investigation. 
• Represented the former CEO of a publicly held real estate finance company in connection with an SEC investigation and enforcement proceedings with parallel Department of Justice investigation. 
• Represented a registered investment advisor in connection with an SEC investigation and enforcement proceeding and the sale of all advisory accounts to another investment advisor as part of the settlement of the SEC enforcement proceeding. 
• Represented several securities analysts in connection with an SEC investigation of the trading in the companies covered by analyst research. 

Office of Thrift Supervision, Department of the Treasury v. Walter Dobbs, 931 F. 2d 956 (D.C. Cir. 1991)