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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 flawless execution required in a range of financing transactions in both equity and debt and in securities law compliance, providing experienced and nuanced counsel in all transaction types, a variety of markets, and in all market conditions. 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 foreign issuers globally and providing them with securities law and capital markets 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. Our global capital markets team routinely executes on a full range of financing transactions, including, among others: 

  • Initial public offerings (IPOs)
  • Follow-on/secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Convertible/equity-linked offerings
  • Strategic partnerships
  • SPACs and de-SPAC transactions
  • Digital asset and tokenized securities offerings
  • Spin-offs
  • ATM and ELOCs
  • Public M&A-related listings and compliance

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 U.S.), 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 across Israel and the Middle East, Asia and Europe. We routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients 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 Approves Nasdaq's New $5 Million Market Capitalization Threshold for Continued Listing
On July 22, 2026, the Securities and Exchange Commission (the “SEC”) approved Nasdaq's amended proposed rule for a new continued listing requirement requiring Nasdaq-listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5 million. The SEC approved the proposal as modified by Amendment No. 1 following a lengthy process that generated significant comments from market participants, issuers, investors, exchanges, law firms, and industry groups. The new rule will have a particularly pernicious impact on micro-cap, small-cap and development-stage public companies. Companies that fail to maintain an MVLS of at least $5 million for 30 consecutive business days will be subject to immediate suspension and delisting procedures, without the benefit of the traditional cure period available for many other Nasdaq continued listing deficiencies. Overview of the New Requirement Under the approved rule, Nasdaq-listed companies on the Nasdaq Capital Market, Nasdaq Global Market and Nasdaq Global Select Market must maintain an MVLS of at least $5 million. MVLS is generally calculated as the consolidated closing bid price multiplied by the number of listed securities outstanding. If a company's MVLS remains below $5 million for 30 consecutive business days: Nasdaq will issue a Staff Delisting Determination (“Staff Delisting Determination”). The company will not receive a compliance or cure period. Trading in the company's securities will be suspended from Nasdaq. The company will generally trade on the over-the-counter market while pursuing any appeal rights. This represents a significant departure from Nasdaq's traditional approach to continued listing deficiencies, many of which provide issuers with a compliance period to regain compliance while remaining listed. Amendment No. 1: Limited Relief Through Hearings Panel Review In response to comments received during the rulemaking process, Nasdaq amended its proposal to provide a limited avenue for relief. Under new Nasdaq Rule 5815(c)(1)(I), a Nasdaq Hearings Panel may grant an exception of up to 180 days from the Staff Delisting Determination if the company demonstrates that it can satisfy Nasdaq's initial listing standards. The Hearings Panel also retains authority to reverse a delisting determination if Nasdaq staff acted in error. Importantly, however: The exception is discretionary. Suspension from Nasdaq trading is not automatically stayed during the appeal. The issuer generally must demonstrate compliance with Nasdaq's initial listing standards, which are more stringent than Nasdaq's continued listing standards. Accordingly, while Amendment No. 1 provides a modest additional procedural mechanism, companies should not view it as a substitute for proactively addressing potential listing compliance concerns. SEC's Rationale for Approval The SEC concluded that the new rule is consistent with Section 6(b) the Securities Exchange Act of 1934 and agreed with Nasdaq's position that issuers with an MVLS below $5 million may present heightened risks of manipulation and challenges to maintaining fair and orderly markets. In approving the rule, the SEC relied in part on its own historical analysis, which found that many issuers that remained below the $5 million threshold for 30 consecutive business days continued to trade below that level for extended periods and were frequently later delisted for other quantitative listing deficiencies. Although the SEC acknowledged comments noting that some issuers ultimately recover after temporarily falling below the threshold, it determined that the investor protection benefits of the rule, together with the limited relief provided by Amendment No. 1, supported approval. Practical Considerations for Nasdaq Issuers The new rule creates a material compliance risk for many smaller public companies, particularly those operating in capital-intensive industries such as biotechnology, life sciences, technology, energy transition and other emerging growth sectors. Companies should consider implementing enhanced monitoring procedures to track MVLS on an ongoing basis and evaluate potential corrective actions before a deficiency develops. Potential considerations may include: Capital raising transactions. Strategic transactions or business combinations. Balance sheet recapitalizations. Alternative listing or trading strategies. Other corporate actions designed to improve compliance with Nasdaq's quantitative standards. Because the MVLS calculation is based on market capitalization, often coupled with other listing metrics such as bid price, stockholders' equity, market value of publicly held shares and public float requirements, compliance planning should be evaluated holistically and on a company-specific basis. What Public Companies Should Do Now Nasdaq-listed companies, particularly those with market capitalizations approaching the $5 million threshold, should evaluate the potential impact of the new rule immediately. Companies should consider: Reviewing their current and projected MVLS levels. Assessing compliance with all Nasdaq continued listing standards. Evaluating available capital markets and corporate finance alternatives. Developing contingency plans for potential listing deficiencies. Understanding the implications of a suspension and OTC market transition. Evaluating whether actions can be taken now to strengthen listing compliance and capital market flexibility. The final rule did not set an effectiveness date nor advise issuers whether there would be a phase-in period for complying with the rule, the assumption being that it is effective immediately. For More Information Sullivan & Worcester LLP has been actively involved in advising issuers regarding Nasdaq listing standards, continued listing compliance, capital raising transactions, recapitalizations, exchange matters and SEC regulatory developments. Questions regarding the new MVLS requirement, its potential impact on an issuer's continued Nasdaq listing, the impact on a portfolio company, or available alternatives to address potential compliance concerns, may be directed to your regular Sullivan & Worcester attorney or any member of our Corporate and Securities Practice Group. This Client Alert has been prepared by David Danovitch, a Partner, Angela Gomes, a Partner, Brendan O'Brien, a Partner, and Phillip Carnevale, an Associate, in the Corporate and Securities practice group of the international law firm of Sullivan & Worcester LLP. For more information, Mr. Danovitch may be reached in our New York office by calling +1 (212) 660-3060 or by email at ddanovitch@sullivanlaw.com; Ms. Gomes may be reached in our Boston office by calling +1 (617) 338-2957 or by email at agomes@sullivanlaw.com; Mr. O'Brien may be reached in our New York office by calling +1 (212) 660-3013 or by email at bobrien@sullivanlaw.com; and Mr. Carnevale may be reached in our New York office by calling +1 (212) 660-3002 or by email at pcarnevale@sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
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 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 flawless execution required in a range of financing transactions in both equity and debt and in securities law compliance, providing experienced and nuanced counsel in all transaction types, a variety of markets, and in all market conditions. 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 foreign issuers globally and providing them with securities law and capital markets 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. Our global capital markets team routinely executes on a full range of financing transactions, including, among others: 

  • Initial public offerings (IPOs)
  • Follow-on/secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Convertible/equity-linked offerings
  • Strategic partnerships
  • SPACs and de-SPAC transactions
  • Digital asset and tokenized securities offerings
  • Spin-offs
  • ATM and ELOCs
  • Public M&A-related listings and compliance

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 U.S.), 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 across Israel and the Middle East, Asia and Europe. We routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients 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 Approves Nasdaq's New $5 Million Market Capitalization Threshold for Continued Listing
On July 22, 2026, the Securities and Exchange Commission (the “SEC”) approved Nasdaq's amended proposed rule for a new continued listing requirement requiring Nasdaq-listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5 million. The SEC approved the proposal as modified by Amendment No. 1 following a lengthy process that generated significant comments from market participants, issuers, investors, exchanges, law firms, and industry groups. The new rule will have a particularly pernicious impact on micro-cap, small-cap and development-stage public companies. Companies that fail to maintain an MVLS of at least $5 million for 30 consecutive business days will be subject to immediate suspension and delisting procedures, without the benefit of the traditional cure period available for many other Nasdaq continued listing deficiencies. Overview of the New Requirement Under the approved rule, Nasdaq-listed companies on the Nasdaq Capital Market, Nasdaq Global Market and Nasdaq Global Select Market must maintain an MVLS of at least $5 million. MVLS is generally calculated as the consolidated closing bid price multiplied by the number of listed securities outstanding. If a company's MVLS remains below $5 million for 30 consecutive business days: Nasdaq will issue a Staff Delisting Determination (“Staff Delisting Determination”). The company will not receive a compliance or cure period. Trading in the company's securities will be suspended from Nasdaq. The company will generally trade on the over-the-counter market while pursuing any appeal rights. This represents a significant departure from Nasdaq's traditional approach to continued listing deficiencies, many of which provide issuers with a compliance period to regain compliance while remaining listed. Amendment No. 1: Limited Relief Through Hearings Panel Review In response to comments received during the rulemaking process, Nasdaq amended its proposal to provide a limited avenue for relief. Under new Nasdaq Rule 5815(c)(1)(I), a Nasdaq Hearings Panel may grant an exception of up to 180 days from the Staff Delisting Determination if the company demonstrates that it can satisfy Nasdaq's initial listing standards. The Hearings Panel also retains authority to reverse a delisting determination if Nasdaq staff acted in error. Importantly, however: The exception is discretionary. Suspension from Nasdaq trading is not automatically stayed during the appeal. The issuer generally must demonstrate compliance with Nasdaq's initial listing standards, which are more stringent than Nasdaq's continued listing standards. Accordingly, while Amendment No. 1 provides a modest additional procedural mechanism, companies should not view it as a substitute for proactively addressing potential listing compliance concerns. SEC's Rationale for Approval The SEC concluded that the new rule is consistent with Section 6(b) the Securities Exchange Act of 1934 and agreed with Nasdaq's position that issuers with an MVLS below $5 million may present heightened risks of manipulation and challenges to maintaining fair and orderly markets. In approving the rule, the SEC relied in part on its own historical analysis, which found that many issuers that remained below the $5 million threshold for 30 consecutive business days continued to trade below that level for extended periods and were frequently later delisted for other quantitative listing deficiencies. Although the SEC acknowledged comments noting that some issuers ultimately recover after temporarily falling below the threshold, it determined that the investor protection benefits of the rule, together with the limited relief provided by Amendment No. 1, supported approval. Practical Considerations for Nasdaq Issuers The new rule creates a material compliance risk for many smaller public companies, particularly those operating in capital-intensive industries such as biotechnology, life sciences, technology, energy transition and other emerging growth sectors. Companies should consider implementing enhanced monitoring procedures to track MVLS on an ongoing basis and evaluate potential corrective actions before a deficiency develops. Potential considerations may include: Capital raising transactions. Strategic transactions or business combinations. Balance sheet recapitalizations. Alternative listing or trading strategies. Other corporate actions designed to improve compliance with Nasdaq's quantitative standards. Because the MVLS calculation is based on market capitalization, often coupled with other listing metrics such as bid price, stockholders' equity, market value of publicly held shares and public float requirements, compliance planning should be evaluated holistically and on a company-specific basis. What Public Companies Should Do Now Nasdaq-listed companies, particularly those with market capitalizations approaching the $5 million threshold, should evaluate the potential impact of the new rule immediately. Companies should consider: Reviewing their current and projected MVLS levels. Assessing compliance with all Nasdaq continued listing standards. Evaluating available capital markets and corporate finance alternatives. Developing contingency plans for potential listing deficiencies. Understanding the implications of a suspension and OTC market transition. Evaluating whether actions can be taken now to strengthen listing compliance and capital market flexibility. The final rule did not set an effectiveness date nor advise issuers whether there would be a phase-in period for complying with the rule, the assumption being that it is effective immediately. For More Information Sullivan & Worcester LLP has been actively involved in advising issuers regarding Nasdaq listing standards, continued listing compliance, capital raising transactions, recapitalizations, exchange matters and SEC regulatory developments. Questions regarding the new MVLS requirement, its potential impact on an issuer's continued Nasdaq listing, the impact on a portfolio company, or available alternatives to address potential compliance concerns, may be directed to your regular Sullivan & Worcester attorney or any member of our Corporate and Securities Practice Group. This Client Alert has been prepared by David Danovitch, a Partner, Angela Gomes, a Partner, Brendan O'Brien, a Partner, and Phillip Carnevale, an Associate, in the Corporate and Securities practice group of the international law firm of Sullivan & Worcester LLP. For more information, Mr. Danovitch may be reached in our New York office by calling +1 (212) 660-3060 or by email at ddanovitch@sullivanlaw.com; Ms. Gomes may be reached in our Boston office by calling +1 (617) 338-2957 or by email at agomes@sullivanlaw.com; Mr. O'Brien may be reached in our New York office by calling +1 (212) 660-3013 or by email at bobrien@sullivanlaw.com; and Mr. Carnevale may be reached in our New York office by calling +1 (212) 660-3002 or by email at pcarnevale@sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
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 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 flawless execution required in a range of financing transactions in both equity and debt and in securities law compliance, providing experienced and nuanced counsel in all transaction types, a variety of markets, and in all market conditions. 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 foreign issuers globally and providing them with securities law and capital markets 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. Our global capital markets team routinely executes on a full range of financing transactions, including, among others: 

  • Initial public offerings (IPOs)
  • Follow-on/secondary public offerings
  • Venture capital investments
  • Private placements of securities
  • Convertible/equity-linked offerings
  • Strategic partnerships
  • SPACs and de-SPAC transactions
  • Digital asset and tokenized securities offerings
  • Spin-offs
  • ATM and ELOCs
  • Public M&A-related listings and compliance

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 U.S.), 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 across Israel and the Middle East, Asia and Europe. We routinely advise boards of directors and company officers in securities transactions and corporate governance matters.

We help clients 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 Approves Nasdaq's New $5 Million Market Capitalization Threshold for Continued Listing
On July 22, 2026, the Securities and Exchange Commission (the “SEC”) approved Nasdaq's amended proposed rule for a new continued listing requirement requiring Nasdaq-listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5 million. The SEC approved the proposal as modified by Amendment No. 1 following a lengthy process that generated significant comments from market participants, issuers, investors, exchanges, law firms, and industry groups. The new rule will have a particularly pernicious impact on micro-cap, small-cap and development-stage public companies. Companies that fail to maintain an MVLS of at least $5 million for 30 consecutive business days will be subject to immediate suspension and delisting procedures, without the benefit of the traditional cure period available for many other Nasdaq continued listing deficiencies. Overview of the New Requirement Under the approved rule, Nasdaq-listed companies on the Nasdaq Capital Market, Nasdaq Global Market and Nasdaq Global Select Market must maintain an MVLS of at least $5 million. MVLS is generally calculated as the consolidated closing bid price multiplied by the number of listed securities outstanding. If a company's MVLS remains below $5 million for 30 consecutive business days: Nasdaq will issue a Staff Delisting Determination (“Staff Delisting Determination”). The company will not receive a compliance or cure period. Trading in the company's securities will be suspended from Nasdaq. The company will generally trade on the over-the-counter market while pursuing any appeal rights. This represents a significant departure from Nasdaq's traditional approach to continued listing deficiencies, many of which provide issuers with a compliance period to regain compliance while remaining listed. Amendment No. 1: Limited Relief Through Hearings Panel Review In response to comments received during the rulemaking process, Nasdaq amended its proposal to provide a limited avenue for relief. Under new Nasdaq Rule 5815(c)(1)(I), a Nasdaq Hearings Panel may grant an exception of up to 180 days from the Staff Delisting Determination if the company demonstrates that it can satisfy Nasdaq's initial listing standards. The Hearings Panel also retains authority to reverse a delisting determination if Nasdaq staff acted in error. Importantly, however: The exception is discretionary. Suspension from Nasdaq trading is not automatically stayed during the appeal. The issuer generally must demonstrate compliance with Nasdaq's initial listing standards, which are more stringent than Nasdaq's continued listing standards. Accordingly, while Amendment No. 1 provides a modest additional procedural mechanism, companies should not view it as a substitute for proactively addressing potential listing compliance concerns. SEC's Rationale for Approval The SEC concluded that the new rule is consistent with Section 6(b) the Securities Exchange Act of 1934 and agreed with Nasdaq's position that issuers with an MVLS below $5 million may present heightened risks of manipulation and challenges to maintaining fair and orderly markets. In approving the rule, the SEC relied in part on its own historical analysis, which found that many issuers that remained below the $5 million threshold for 30 consecutive business days continued to trade below that level for extended periods and were frequently later delisted for other quantitative listing deficiencies. Although the SEC acknowledged comments noting that some issuers ultimately recover after temporarily falling below the threshold, it determined that the investor protection benefits of the rule, together with the limited relief provided by Amendment No. 1, supported approval. Practical Considerations for Nasdaq Issuers The new rule creates a material compliance risk for many smaller public companies, particularly those operating in capital-intensive industries such as biotechnology, life sciences, technology, energy transition and other emerging growth sectors. Companies should consider implementing enhanced monitoring procedures to track MVLS on an ongoing basis and evaluate potential corrective actions before a deficiency develops. Potential considerations may include: Capital raising transactions. Strategic transactions or business combinations. Balance sheet recapitalizations. Alternative listing or trading strategies. Other corporate actions designed to improve compliance with Nasdaq's quantitative standards. Because the MVLS calculation is based on market capitalization, often coupled with other listing metrics such as bid price, stockholders' equity, market value of publicly held shares and public float requirements, compliance planning should be evaluated holistically and on a company-specific basis. What Public Companies Should Do Now Nasdaq-listed companies, particularly those with market capitalizations approaching the $5 million threshold, should evaluate the potential impact of the new rule immediately. Companies should consider: Reviewing their current and projected MVLS levels. Assessing compliance with all Nasdaq continued listing standards. Evaluating available capital markets and corporate finance alternatives. Developing contingency plans for potential listing deficiencies. Understanding the implications of a suspension and OTC market transition. Evaluating whether actions can be taken now to strengthen listing compliance and capital market flexibility. The final rule did not set an effectiveness date nor advise issuers whether there would be a phase-in period for complying with the rule, the assumption being that it is effective immediately. For More Information Sullivan & Worcester LLP has been actively involved in advising issuers regarding Nasdaq listing standards, continued listing compliance, capital raising transactions, recapitalizations, exchange matters and SEC regulatory developments. Questions regarding the new MVLS requirement, its potential impact on an issuer's continued Nasdaq listing, the impact on a portfolio company, or available alternatives to address potential compliance concerns, may be directed to your regular Sullivan & Worcester attorney or any member of our Corporate and Securities Practice Group. This Client Alert has been prepared by David Danovitch, a Partner, Angela Gomes, a Partner, Brendan O'Brien, a Partner, and Phillip Carnevale, an Associate, in the Corporate and Securities practice group of the international law firm of Sullivan & Worcester LLP. For more information, Mr. Danovitch may be reached in our New York office by calling +1 (212) 660-3060 or by email at ddanovitch@sullivanlaw.com; Ms. Gomes may be reached in our Boston office by calling +1 (617) 338-2957 or by email at agomes@sullivanlaw.com; Mr. O'Brien may be reached in our New York office by calling +1 (212) 660-3013 or by email at bobrien@sullivanlaw.com; and Mr. Carnevale may be reached in our New York office by calling +1 (212) 660-3002 or by email at pcarnevale@sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
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 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