Sullivan
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U.S. and foreign businesses rely on Sullivan's Capital Markets group to handle sophisticated financial transactions worldwide. Clients seek our experienced counsel, practical business acumen, international finance connections, and ability to balance legal and business risks.

We excel in the quick turn-around required in raising or trading capital and in securities law compliance, providing the nimbleness of a mid-sized firm with leadership from attorneys with larger firm experience and expertise. Clients appreciate our responsiveness to their needs, including disclosure, reporting, and enforcement issues. In addition to U.S.-based companies, we have extensive experience representing Israeli issuers globally and provide them with securities law advice.

Our clients comprise a wide range of publicly traded and privately owned businesses, foreign companies and sources of equity capital and debt financing, such as banks, financial institutions, and individual or institutional investors. We facilitate a full range of financing transactions, including among others:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Strategic partnerships; and
  • Joint ventures

We also regularly prepare registration statements for our issuer clients, handle their periodic SEC filings, handle stock exchange listings and overall manage compliance with rules and regulations governing every aspect of the capital markets ecosystem.

Clients

We represent publicly traded and privately owned businesses (including foreign companies who trade or raise capital in the US), broker dealers and investment firms.  Supplementing our core capital markets practice, we have capital markets attorneys who enjoy a particular subject matter expertise in the REITs, technology and the biotech sectors.  Our capital markets lawyers routinely handle transactions around the globe, including Israel, China, Japan and Europe.  Our capital markets lawyers routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients to meet the challenges and obligations of complying with a myriad of state and federal rules, including Blue Sky compliance, Sarbanes-Oxley, Dodd-Frank and stock exchange listing standards. We counsel boards of directors and their committees on:

  • Fiduciary duties
  • Executive compensation
  • Company policies and procedures
  • Insurance
  • Whistleblower complaints
  • Bylaw provisions
  • Clawback policies
  • Risk management
  • Auditor independence
  • Internal control over financial reporting; and
  • Other compliance issues

With experienced lawyers from multiple, seamlessly connected departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

Representative Client Work

Our recent experience includes two senior debt offerings by REITs and an offering of American Depositary Shares by a manufacturer of 3D printers for electronic circuit boards. Total gross proceeds raised in these offerings are nearly $1.5 billion (on top of the over $10 billion we helped our clients raise in the past three years in the public markets).

Here is a selected sample of recent Capital Markets clients and experience:

Securities

  • Sales agent counsel in a $6 billion up-sized At-The-Market (ATM) public offering of common stock, and placement agent counsel in a $425 million private placement of common stock, by a global marketing partner to leading sportsbooks and online casino gaming operators
  • Issuers or underwriters in numerous IPOs in the biotechnology and technology industries
  • Office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
  • Ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A equity and debt offerings
  • Represented FINRA placement agent in registered direct for a Chinese biotechnology company focusing on early cancer screening and detection
  • Represented REIT as issuer in first initial public offering (IPO)
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Public senior living community operator in a convertible note offering
  • Lead underwriter in several follow-on public equity offerings by a biotech company
  • Public companies acquisitions with both registered and unregistered stock consideration
  • Various companies in self-tender offers for outstanding notes
  • A private financial services firm in a $700 million 144A debt offering
  • A foreign software company in an acquisition and a going private transaction involving U.S. software company
  • A REIT in an acquisition and public spinoff of a travel center company
  • A biotech company in multiple "registered direct" offerings of common stock and warrants
  • A medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on Nasdaq followed by a $47 million public offering
  • Software and technology companies in equity and convertible note PIPEs
  • A financial services company in switching its listing from Nasdaq to NYSE
  • Companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures for issuer's board of directors/management
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation "clawback" policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Viewpoints
All Viewpoints
SEC Establishes Retail Fraud Working Group to Combat Fraud Targeting Everyday Investors
The U.S. Securities and Exchange Commission (“SEC”) announced on July 7, 2026, the creation of the Retail Fraud Working Group, a new initiative within the Division of Enforcement designed to identify and combat fraud targeting main street investors. The announcement formalizes a priority that SEC Enforcement Director David Woodcock previewed in his May 13, 2026, remarks to the Managed Funds Association Legal & Compliance Conference, reflecting the current Commission’s broader back-to-basics enforcement posture. For issuers, broker-dealers, investment advisers, and private fund managers with retail exposure, the announcement signals that retail-facing enforcement will be a sustained focus of the Division’s work in the months and years ahead. Overview The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties owed to customers by investment advisers and broker-dealers. The Group’s initiative is threefold: (i) to serve as a dedicated resource to proactively generate cases; (ii) to work with the Commission’s domestic regulatory partners and foreign counterparts; and (iii) to assist with educating retail investors in coordination with the SEC’s Office of Investor Education and Assistance. The Group will be led by Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director of the Asset Management Unit. Ms. Frederick’s role in the Asset Management Unit suggests that adviser and private fund conduct affecting retail investors will be a focus area for the Group. Chairman Paul S. Atkins described the initiative as “a return to the core values and principles of the enforcement program,” and Director Woodcock emphasized the Group’s role in “generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors.” About Our Small-Firm Task Force Sullivan & Worcester’s Small-Firm Task Force is actively engaged in advising clients on the implications of the Retail Fraud Working Group and can assist with responding to any related SEC inquiries. The Task Force unites the firm’s Capital Markets, Regulatory Compliance, Government Investigations, and Financial Services Litigation practices, each with deep experience advising issuers, broker-dealers, investment funds, and institutional investors in the small-cap, micro-cap, and mid-market segments. Our interdisciplinary team is well-positioned to help clients navigate the SEC’s renewed retail-fraud enforcement priorities and to develop practical, risk-based compliance strategies aligned with the current regulatory environment.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Sullivan Advises Lake Street Capital Markets as Underwriter on $25 Million NeoVolta Public Offering
Sullivan served as underwriter’s counsel to Lake Street Capital Markets, LLC in connection with the pricing of a $25.0 million public offering of common stock by NeoVolta Inc. (Nasdaq: NEOV), a U.S.-based energy technology company delivering scalable energy storage solutions. The offering consisted of 12,195,122 shares of common stock priced at $2.05 per share, generating gross proceeds of approximately $25.0 million before deducting underwriting discounts, commissions, and offering expenses. NeoVolta also granted the underwriter a 30-day option to purchase up to an additional 1,829,268 shares at the public offering price, less underwriting discounts and commissions. Lake Street Capital Markets acted as sole book-running manager for the offering, which was conducted pursuant to NeoVolta’s effective shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission. The offering closed on May 29. The Sullivan team consisted of Angela Gomes, David Danovitch, Michael DeDonato, Zachary Sobel and Karly Roux. Read the full pricing press release here. 
Sullivan Advises Somatix in Merger with Vitalist
Sullivan advised long-time client Somatix, a digital health company specializing in wearable-based patient monitoring solutions, in connection with its acquisition by Vitalist, a health technology company focused on longevity and preventive care, in an all-stock merger transaction. The transaction positions the combined company to advance its capabilities in digital health and remote patient monitoring, supporting continued innovation and growth in the sector. The team advising Somatix was led by Scott Kaufman and Alexander Gansebom, supported by Sullivan attorneys Tamir Chagal, Michael Palmisciano, Amy Sheridan, Douglas Stransky, Erika Todd, Eric Victorson, Janice Lee and Eric Rietveld. Read the full press release here.

Capital Markets

Capital Markets

Biotech Focused On Developing Non-Opioid Therapeutics to Alleviate Pain Announced IPO

Sullivan was issuer's counsel for Chromocell Therapeutics Corporation, a clinical-stage biotech company focused on developing and commercializing new, non-opioid therapeutics to alleviate pain, in their $6.6 million initial public offering of common stock.

The Sullivan team was led by David Danovitch, director of the firm’s Corporate Department, with partners Charles E. Chambers Jr., Aaron Schleicher and associate Brian Hurley. Sullivan has developed a strength in working with entrepreneurial biotech and tech companies in the U.S. and in Israel.

David E. Danovitch, Charles E. Chambers Jr. and Brian P. Hurley

Neural Input Technology Company, Wearable Devices Ltd. IPO

Sullivan represented Wearable Devices Ltd., a growth company developing a non-invasive neural input interface technology in the form of a wrist wearable band for controlling digital devices using subtle finger movements for B2B and B2C customers, in its $16 million initial public offering. Wearable Devices is based in Israel and aims to create a world in which the user’s hand becomes a universal input device for touchlessly interacting with technology, and that their technology is setting the standard input interface for the Metaverse.

Howard E. Berkenblit, Oded Har-Even, Tamilla Nurizada and Ilana Neck Levin

Capital Markets

Capital Markets

Capital Markets

U.S. and foreign businesses rely on Sullivan's Capital Markets group to handle sophisticated financial transactions worldwide. Clients seek our experienced counsel, practical business acumen, international finance connections, and ability to balance legal and business risks.

We excel in the quick turn-around required in raising or trading capital and in securities law compliance, providing the nimbleness of a mid-sized firm with leadership from attorneys with larger firm experience and expertise. Clients appreciate our responsiveness to their needs, including disclosure, reporting, and enforcement issues. In addition to U.S.-based companies, we have extensive experience representing Israeli issuers globally and provide them with securities law advice.

Our clients comprise a wide range of publicly traded and privately owned businesses, foreign companies and sources of equity capital and debt financing, such as banks, financial institutions, and individual or institutional investors. We facilitate a full range of financing transactions, including among others:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Strategic partnerships; and
  • Joint ventures

We also regularly prepare registration statements for our issuer clients, handle their periodic SEC filings, handle stock exchange listings and overall manage compliance with rules and regulations governing every aspect of the capital markets ecosystem.

Clients

We represent publicly traded and privately owned businesses (including foreign companies who trade or raise capital in the US), broker dealers and investment firms.  Supplementing our core capital markets practice, we have capital markets attorneys who enjoy a particular subject matter expertise in the REITs, technology and the biotech sectors.  Our capital markets lawyers routinely handle transactions around the globe, including Israel, China, Japan and Europe.  Our capital markets lawyers routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients to meet the challenges and obligations of complying with a myriad of state and federal rules, including Blue Sky compliance, Sarbanes-Oxley, Dodd-Frank and stock exchange listing standards. We counsel boards of directors and their committees on:

  • Fiduciary duties
  • Executive compensation
  • Company policies and procedures
  • Insurance
  • Whistleblower complaints
  • Bylaw provisions
  • Clawback policies
  • Risk management
  • Auditor independence
  • Internal control over financial reporting; and
  • Other compliance issues

With experienced lawyers from multiple, seamlessly connected departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

Representative Client Work

Our recent experience includes two senior debt offerings by REITs and an offering of American Depositary Shares by a manufacturer of 3D printers for electronic circuit boards. Total gross proceeds raised in these offerings are nearly $1.5 billion (on top of the over $10 billion we helped our clients raise in the past three years in the public markets).

Here is a selected sample of recent Capital Markets clients and experience:

Securities

  • Sales agent counsel in a $6 billion up-sized At-The-Market (ATM) public offering of common stock, and placement agent counsel in a $425 million private placement of common stock, by a global marketing partner to leading sportsbooks and online casino gaming operators
  • Issuers or underwriters in numerous IPOs in the biotechnology and technology industries
  • Office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
  • Ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A equity and debt offerings
  • Represented FINRA placement agent in registered direct for a Chinese biotechnology company focusing on early cancer screening and detection
  • Represented REIT as issuer in first initial public offering (IPO)
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Public senior living community operator in a convertible note offering
  • Lead underwriter in several follow-on public equity offerings by a biotech company
  • Public companies acquisitions with both registered and unregistered stock consideration
  • Various companies in self-tender offers for outstanding notes
  • A private financial services firm in a $700 million 144A debt offering
  • A foreign software company in an acquisition and a going private transaction involving U.S. software company
  • A REIT in an acquisition and public spinoff of a travel center company
  • A biotech company in multiple "registered direct" offerings of common stock and warrants
  • A medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on Nasdaq followed by a $47 million public offering
  • Software and technology companies in equity and convertible note PIPEs
  • A financial services company in switching its listing from Nasdaq to NYSE
  • Companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures for issuer's board of directors/management
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation "clawback" policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Viewpoints
All Viewpoints
SEC Establishes Retail Fraud Working Group to Combat Fraud Targeting Everyday Investors
The U.S. Securities and Exchange Commission (“SEC”) announced on July 7, 2026, the creation of the Retail Fraud Working Group, a new initiative within the Division of Enforcement designed to identify and combat fraud targeting main street investors. The announcement formalizes a priority that SEC Enforcement Director David Woodcock previewed in his May 13, 2026, remarks to the Managed Funds Association Legal & Compliance Conference, reflecting the current Commission’s broader back-to-basics enforcement posture. For issuers, broker-dealers, investment advisers, and private fund managers with retail exposure, the announcement signals that retail-facing enforcement will be a sustained focus of the Division’s work in the months and years ahead. Overview The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties owed to customers by investment advisers and broker-dealers. The Group’s initiative is threefold: (i) to serve as a dedicated resource to proactively generate cases; (ii) to work with the Commission’s domestic regulatory partners and foreign counterparts; and (iii) to assist with educating retail investors in coordination with the SEC’s Office of Investor Education and Assistance. The Group will be led by Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director of the Asset Management Unit. Ms. Frederick’s role in the Asset Management Unit suggests that adviser and private fund conduct affecting retail investors will be a focus area for the Group. Chairman Paul S. Atkins described the initiative as “a return to the core values and principles of the enforcement program,” and Director Woodcock emphasized the Group’s role in “generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors.” About Our Small-Firm Task Force Sullivan & Worcester’s Small-Firm Task Force is actively engaged in advising clients on the implications of the Retail Fraud Working Group and can assist with responding to any related SEC inquiries. The Task Force unites the firm’s Capital Markets, Regulatory Compliance, Government Investigations, and Financial Services Litigation practices, each with deep experience advising issuers, broker-dealers, investment funds, and institutional investors in the small-cap, micro-cap, and mid-market segments. Our interdisciplinary team is well-positioned to help clients navigate the SEC’s renewed retail-fraud enforcement priorities and to develop practical, risk-based compliance strategies aligned with the current regulatory environment.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Sullivan Advises Lake Street Capital Markets as Underwriter on $25 Million NeoVolta Public Offering
Sullivan served as underwriter’s counsel to Lake Street Capital Markets, LLC in connection with the pricing of a $25.0 million public offering of common stock by NeoVolta Inc. (Nasdaq: NEOV), a U.S.-based energy technology company delivering scalable energy storage solutions. The offering consisted of 12,195,122 shares of common stock priced at $2.05 per share, generating gross proceeds of approximately $25.0 million before deducting underwriting discounts, commissions, and offering expenses. NeoVolta also granted the underwriter a 30-day option to purchase up to an additional 1,829,268 shares at the public offering price, less underwriting discounts and commissions. Lake Street Capital Markets acted as sole book-running manager for the offering, which was conducted pursuant to NeoVolta’s effective shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission. The offering closed on May 29. The Sullivan team consisted of Angela Gomes, David Danovitch, Michael DeDonato, Zachary Sobel and Karly Roux. Read the full pricing press release here. 
Sullivan Advises Somatix in Merger with Vitalist
Sullivan advised long-time client Somatix, a digital health company specializing in wearable-based patient monitoring solutions, in connection with its acquisition by Vitalist, a health technology company focused on longevity and preventive care, in an all-stock merger transaction. The transaction positions the combined company to advance its capabilities in digital health and remote patient monitoring, supporting continued innovation and growth in the sector. The team advising Somatix was led by Scott Kaufman and Alexander Gansebom, supported by Sullivan attorneys Tamir Chagal, Michael Palmisciano, Amy Sheridan, Douglas Stransky, Erika Todd, Eric Victorson, Janice Lee and Eric Rietveld. Read the full press release here.

Capital Markets

U.S. and foreign businesses rely on Sullivan's Capital Markets group to handle sophisticated financial transactions worldwide. Clients seek our experienced counsel, practical business acumen, international finance connections, and ability to balance legal and business risks.

We excel in the quick turn-around required in raising or trading capital and in securities law compliance, providing the nimbleness of a mid-sized firm with leadership from attorneys with larger firm experience and expertise. Clients appreciate our responsiveness to their needs, including disclosure, reporting, and enforcement issues. In addition to U.S.-based companies, we have extensive experience representing Israeli issuers globally and provide them with securities law advice.

Our clients comprise a wide range of publicly traded and privately owned businesses, foreign companies and sources of equity capital and debt financing, such as banks, financial institutions, and individual or institutional investors. We facilitate a full range of financing transactions, including among others:

  • Initial public offerings (IPOs)
  • Secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Strategic partnerships; and
  • Joint ventures

We also regularly prepare registration statements for our issuer clients, handle their periodic SEC filings, handle stock exchange listings and overall manage compliance with rules and regulations governing every aspect of the capital markets ecosystem.

Clients

We represent publicly traded and privately owned businesses (including foreign companies who trade or raise capital in the US), broker dealers and investment firms.  Supplementing our core capital markets practice, we have capital markets attorneys who enjoy a particular subject matter expertise in the REITs, technology and the biotech sectors.  Our capital markets lawyers routinely handle transactions around the globe, including Israel, China, Japan and Europe.  Our capital markets lawyers routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients to meet the challenges and obligations of complying with a myriad of state and federal rules, including Blue Sky compliance, Sarbanes-Oxley, Dodd-Frank and stock exchange listing standards. We counsel boards of directors and their committees on:

  • Fiduciary duties
  • Executive compensation
  • Company policies and procedures
  • Insurance
  • Whistleblower complaints
  • Bylaw provisions
  • Clawback policies
  • Risk management
  • Auditor independence
  • Internal control over financial reporting; and
  • Other compliance issues

With experienced lawyers from multiple, seamlessly connected departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

Representative Client Work

Our recent experience includes two senior debt offerings by REITs and an offering of American Depositary Shares by a manufacturer of 3D printers for electronic circuit boards. Total gross proceeds raised in these offerings are nearly $1.5 billion (on top of the over $10 billion we helped our clients raise in the past three years in the public markets).

Here is a selected sample of recent Capital Markets clients and experience:

Securities

  • Sales agent counsel in a $6 billion up-sized At-The-Market (ATM) public offering of common stock, and placement agent counsel in a $425 million private placement of common stock, by a global marketing partner to leading sportsbooks and online casino gaming operators
  • Issuers or underwriters in numerous IPOs in the biotechnology and technology industries
  • Office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
  • Ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A equity and debt offerings
  • Represented FINRA placement agent in registered direct for a Chinese biotechnology company focusing on early cancer screening and detection
  • Represented REIT as issuer in first initial public offering (IPO)
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Public senior living community operator in a convertible note offering
  • Lead underwriter in several follow-on public equity offerings by a biotech company
  • Public companies acquisitions with both registered and unregistered stock consideration
  • Various companies in self-tender offers for outstanding notes
  • A private financial services firm in a $700 million 144A debt offering
  • A foreign software company in an acquisition and a going private transaction involving U.S. software company
  • A REIT in an acquisition and public spinoff of a travel center company
  • A biotech company in multiple "registered direct" offerings of common stock and warrants
  • A medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on Nasdaq followed by a $47 million public offering
  • Software and technology companies in equity and convertible note PIPEs
  • A financial services company in switching its listing from Nasdaq to NYSE
  • Companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures for issuer's board of directors/management
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation "clawback" policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Viewpoints
All Viewpoints
SEC Establishes Retail Fraud Working Group to Combat Fraud Targeting Everyday Investors
The U.S. Securities and Exchange Commission (“SEC”) announced on July 7, 2026, the creation of the Retail Fraud Working Group, a new initiative within the Division of Enforcement designed to identify and combat fraud targeting main street investors. The announcement formalizes a priority that SEC Enforcement Director David Woodcock previewed in his May 13, 2026, remarks to the Managed Funds Association Legal & Compliance Conference, reflecting the current Commission’s broader back-to-basics enforcement posture. For issuers, broker-dealers, investment advisers, and private fund managers with retail exposure, the announcement signals that retail-facing enforcement will be a sustained focus of the Division’s work in the months and years ahead. Overview The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties owed to customers by investment advisers and broker-dealers. The Group’s initiative is threefold: (i) to serve as a dedicated resource to proactively generate cases; (ii) to work with the Commission’s domestic regulatory partners and foreign counterparts; and (iii) to assist with educating retail investors in coordination with the SEC’s Office of Investor Education and Assistance. The Group will be led by Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director of the Asset Management Unit. Ms. Frederick’s role in the Asset Management Unit suggests that adviser and private fund conduct affecting retail investors will be a focus area for the Group. Chairman Paul S. Atkins described the initiative as “a return to the core values and principles of the enforcement program,” and Director Woodcock emphasized the Group’s role in “generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors.” About Our Small-Firm Task Force Sullivan & Worcester’s Small-Firm Task Force is actively engaged in advising clients on the implications of the Retail Fraud Working Group and can assist with responding to any related SEC inquiries. The Task Force unites the firm’s Capital Markets, Regulatory Compliance, Government Investigations, and Financial Services Litigation practices, each with deep experience advising issuers, broker-dealers, investment funds, and institutional investors in the small-cap, micro-cap, and mid-market segments. Our interdisciplinary team is well-positioned to help clients navigate the SEC’s renewed retail-fraud enforcement priorities and to develop practical, risk-based compliance strategies aligned with the current regulatory environment.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Sullivan Advises Lake Street Capital Markets as Underwriter on $25 Million NeoVolta Public Offering
Sullivan served as underwriter’s counsel to Lake Street Capital Markets, LLC in connection with the pricing of a $25.0 million public offering of common stock by NeoVolta Inc. (Nasdaq: NEOV), a U.S.-based energy technology company delivering scalable energy storage solutions. The offering consisted of 12,195,122 shares of common stock priced at $2.05 per share, generating gross proceeds of approximately $25.0 million before deducting underwriting discounts, commissions, and offering expenses. NeoVolta also granted the underwriter a 30-day option to purchase up to an additional 1,829,268 shares at the public offering price, less underwriting discounts and commissions. Lake Street Capital Markets acted as sole book-running manager for the offering, which was conducted pursuant to NeoVolta’s effective shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission. The offering closed on May 29. The Sullivan team consisted of Angela Gomes, David Danovitch, Michael DeDonato, Zachary Sobel and Karly Roux. Read the full pricing press release here. 
Sullivan Advises Somatix in Merger with Vitalist
Sullivan advised long-time client Somatix, a digital health company specializing in wearable-based patient monitoring solutions, in connection with its acquisition by Vitalist, a health technology company focused on longevity and preventive care, in an all-stock merger transaction. The transaction positions the combined company to advance its capabilities in digital health and remote patient monitoring, supporting continued innovation and growth in the sector. The team advising Somatix was led by Scott Kaufman and Alexander Gansebom, supported by Sullivan attorneys Tamir Chagal, Michael Palmisciano, Amy Sheridan, Douglas Stransky, Erika Todd, Eric Victorson, Janice Lee and Eric Rietveld. Read the full press release here.

Capital Markets

Capital Markets

Capital Markets