Sullivan
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Sullivan's Corporate Group integrates and delivers comprehensive corporate legal services to domestic and international organizations in all stages of development. For mature multi-billion dollar corporations, privately held companies and start-ups alike, our skilled lawyers have handled numerous highly complex transactions.

Our work for clients ranges from mergers and acquisitions and public securities offerings, to joint ventures/partnerships and shareholder agreements, to private equity and venture capital investments, to public and private debt financings, to general corporate and commercial agreements and corporate governance. In collaboration with our highly skilled tax, real estate and intellectual property lawyers, our Corporate Group finds customized solutions to help our clients meet their business objectives. Our lawyers work together in small, multi-disciplinary teams, emphasizing close client-partner contact and collaboration.

Representative Client Work

Mergers & Acquisitions

  • Represented Nano Dimension Ltd. (Nasdaq: NNDM), a provider of intelligent machines for the fabrication of additively manufactured electronics, in its acquisition of DeepCube, a developer and provider of a software-based deep learning acceleration platform, for a purchase price of approximately $70.0 million
  • Represented Masy Systems Inc., a solutions provider for the life industry, including specialization in cGMP biopharma storage, in its acquisition by Alcami Corporation, a pharmaceutical and biotech contract development and manufacturing organization, for an undisclosed purchase price
  • Represented Admiral Metals Servicecenter Company, Inc., a distributor of non-ferrous metal products, in its acquisition by Reliance Steel & Aluminum Co. (NYSE:RS), a global diversified metal solutions provider, for an undisclosed purchase price
  • Represented Integration Partners Corporation, an information technology services engineering firm, in its acquisition by ConvergeOne, a services-led cloud solution provider, for an undisclosed purchase price
  • Represented Hancock Natural Resource Group, a company of Manulife Investment Management, in its majority acquisition of David Del Curto S.A., a Chilean fruit production, packing and export company, for an undisclosed purchase price
  • View the full Mergers & Acquisitions practice description here.

Capital Markets

  • Represented an investor in a private investment in public equity (PIPE) transaction with a NYSE-listed company
  • Represented an asset management fund in an investment in secured convertible notes in a Nasdaq-listed renewable energy company
  • Represented an asset management fund in an investment in secured convertible notes in a Nasdaq-listed luxury brands holding company
  • Issuer's counsel for DarioHealth Corp. in its $40 million registered direct offering of common stock and warrants
  • Issuer's counsel for Nextage Therapeutics Ltd. in its NIS 4 million public offering of ordinary shares and tradeable warrants
  • Issuer's counsel for NLS Pharmaceutics Ltd. in its $3.9 million "At-the-Market" facility
  • Placement agent’s counsel for A.G.P./Alliance Global Partners in Celsion Corporation's $7 million registered direct offering of common stock
  • Placement agent's counsel for A.G.P./Alliance Global Partners in Kintara Therapeutics, Inc.'s $8.6 registered direct offering of common stock and warrants
  • View the full Capital Markets practice description here

Private Equity

  • Represented a private equity fund in its $140 million acquisition of a public software company
  • Represented an emerging fitness technology company in its $20 million Series A financing and round of venture debt financing
  • Represented an energy company in a $350 million investment to facilitate solar and battery storage projects
  • Represented a European private investment fund as lead in a $17.3 million Series C financing round for U.S.-based medical device company
  • Represented Middle Eastern sovereign wealth fund as lead in a $25 million Series B financing venture round for a U.S.-based cleantech company
  • View the full Private Equity practice description here

Emerging Companies & Venture Capital

  • Represented Impact Analytics, an artificial intelligence company, in its $11 million growth financing led by Argentum Capital Partners IV, L.P.
  • Represented KUDO, the cloud-based video conferencing platform with real-time multilingual interpretation in 100+ languages and 147 sign languages, on its $21 million Series A Preferred Stock financing
  • Represented Somatix, a digital health company focused on remote patient monitoring, in connection with its Series A financing, convertible notes offering and day-to-day matters
  • Represented Rescue Hearing, a gene therapy company, in connection with its license to Myrtelle Inc. to develop a novel gene therapy for hearing loss
  • Represented DarioHealth (Nasdaq: DRIO), a digital therapeutics company, in connection with its $30 million acquisition of PsyInnovations, Inc., dba wayForward, a behavioral health digital platform
  • View the full Emerging Companies & Venture Capital practice description here
Client Highlights
All Client Highlights
Environmental Technology Company Acquires a Leading Industrial Air Filtration Company
The environmental technology company, Nederman Holding AB, represented by Sullivan, recently acquired a leading industrial air filtration company RoboVent, significantly strengthening its North American position by becoming the number one player within the U.S. weld fume extraction segment. Sullivan has provided acquisition advice to Nederman since 2017. Sullivan’s Environment & Natural Resources group handled preparation of environmental provisions of the purchase agreement and disclosure schedules and advised as to regulatory compliance at the target company.
Sullivan Shares Cross-Border Deal of the Year Award With Two Clients at M&A Advisor Awards
In November 2021, Sullivan together with its clients Merger & Acquisition Services, Inc., and International Transportation Marine Office, LLC (ITMA) received the Cross-Border Deal of the Year ($50 to $100 million) Award, at the 20th Annual M&A Advisor Awards in New York City. The award was given for the sale of ITMA to MS Amlin Underwriting Limited, a UK company. Don Kaitz retained his role as chairman of Arizona-headquartered ITMA, and the business continued to be led by Eric Kaitz, Chief Executive Officer. Earlier in 2021, Douglas Stransky and Michael Student, along with Merger & Acquisition Services Inc., advised ITMA and the Kaitzes. Partner and head of Sullivan's International Tax Group, Douglas Stransky, commented, "We are thrilled to receive this honor and be together in-person with our clients and friends, Merger & Acquisition Services, Inc. and Don and Eric Kaitz, and proud to have collaborated with them on this sale."
Viewpoints
All Viewpoints
SEC Proposes Optional Semiannual Interim Reporting Framework
If Adopted, Companies Could Elect to File One Semiannual Report After Their Second Quarter Instead of Three Quarterly Reports After Each of the First Three Quarters On May 5, 2026, the Securities and Exchange Commission (SEC) proposed amendments to the rules and forms governing periodic filing requirements for public companies that would allow companies to file one semiannual Form 10-S report and one annual Form 10-K report rather than filing three quarterly Form 10-Q reports and one annual Form 10-K report. Based on their filing status (non-accelerated filer v. accelerated/large accelerated filer), companies would have 40 or 45 days to file newly proposed Form 10-S following the end of the first semiannual period (i.e., six months) of each fiscal year. While the frequency of reporting under the Form 10-S would be reduced, the required contents of the Form 10-S would essentially be the same as the existing requirements for the contents of Form 10-Q. The proposal would also update Regulation S-X to include the new semiannual reporting option, adapt the “staleness” rules for registration statements to accommodate semiannual reporting and streamline the related financial statement requirements. The new Form 10-S framework would be optional for companies, and those that do not elect semiannual reporting could continue filing quarterly Form 10-Q reports.[1] Optional Shift from Quarterly to Semiannual Reporting Under current rules, depending on their filer status, reporting companies have 40 or 45 days following the end of each fiscal quarter to file a Form 10-Q. Form 10-Q requires quarterly financial statements prepared under U.S. generally accepted accounting principles reviewed by an independent public accountant and tagged in Inline XBRL data language, as well as various narrative disclosures including, management’s discussion and analysis of financial condition and results of operations, disclosures regarding the effectiveness of disclosure controls and procedures and any material changes in internal control over financial reporting, material changes in risk factors, and certifications by the principal executive and financial officers as exhibits. The SEC’s proposal introduces a new interim reporting framework under which companies may transition from quarterly to semiannual reports, with the same content as is currently required for Form 10-Qs, but covering the semiannual period rather than a quarterly period. Companies that elect semiannual reporting would file a single semiannual report on newly proposed Form 10-S, in place of three quarterly reports on Form 10-Q, while in each case continuing to file an annual report on Form 10-K. Under the proposal, companies would make the election to report on a semiannual basis by indicating their election through a check box on the cover page of the company’s annual Form 10-K or, as applicable, certain Securities Exchange Act or Securities Act registration statements including Forms 10, S-1, S-3, S-4, and S-11. Companies that do not make this election would remain subject to the existing quarterly reporting framework. The proposal’s election-based approach is intended to provide companies with greater flexibility in determining the frequency of their interim reporting. Once an election is made for a particular year, a company would not be able to change its filing frequency for the ensuing year. The proposed amendments introduce two new defined terms to distinguish companies based on their interim reporting obligations. Under the proposal, a “quarterly filer” would be a company that is required to file quarterly reports on Form 10-Q pursuant to Exchange Act Rule 13a-13(a). A “semiannual filer” would be a company that is required to file semiannual reports on the newly proposed Form 10-S pursuant to Exchange Act Rule 13a-13(b). These definitions provide a clear framework for incorporating references to semiannual filers throughout the SEC’s rules and forms that currently rely on quarterly reporting concepts. Filing Deadlines While the principal difference between the two forms is the reporting period covered, both quarterly filers and semiannual filers would be subject to the same filing deadlines. Specifically, a semiannual filer would be required to file Form 10-S 40 or 45 days after the end of the first semiannual period depending on the issuer’s filer status. Amendments to Regulation S-X The proposed amendments would revise Regulation S‑X to align financial statement requirements for interim reports, proxy statements, and registration statements with the proposed optional semiannual reporting framework and to update the existing financial statement staleness rules. These changes are intended to modernize the financial statement updating framework and reduce technical complexity in Securities Act filings, making it easier for companies to determine when they need to update financial statements included or incorporated by reference into registration statements and proxy statements. Under the proposal, Rule 3‑01 and Rule 8‑08 would be restructured to establish a single, consolidated framework governing the age and updating of annual and interim financial statements. As part of this restructuring, proposed Rule 3‑01(a) would clarify that financial statements must be current as of the filing date, treating the effective date of a registration statement or the proposed mailing date of a proxy statement as the filing date for purposes of determining whether financial statements must be updated. Consistent with the semiannual reporting model, the proposal would replace the current quarterly‑based staleness regime with an approach tied to a company’s most recent required interim reporting period. Interim financial statement requirements would be determined by filer status, with semiannual filers permitted to report on a six‑month basis without preparing quarterly financial statements solely to satisfy Securities Act or proxy statement updating requirements. Comment Period The SEC has requested public comments on all aspects of the proposal. Comments must be submitted within 60 days after publication of the proposing release in the Federal Register. Following the close of the comment period, the SEC will review feedback from market participants and determine whether to adopt the proposed amendments, which may be modified in response to comments received. More Information If you would like further information about how these changes may affect your reporting obligations, please contact the lawyers at Sullivan & Worcester LLP with whom you regularly consult or one of the lawyers listed above.  [1]The amendments would have no impact on foreign private issuers that file annual reports on Form 20-F or their obligations with respect to the staleness rules for registration statements utilized by such issuers such as Forms F-1 and F-3.
Foreign Private Issuers’ Directors and Officers to Be Subject to Section 16 Reporting
Buried in the National Defense Authorization Act for Fiscal Year 2026, is a rule change that will subject foreign private issuers registered under the Securities Exchange Act of 1934 (Exchange Act) to certain aspects of Section 16 of the Exchange Act – namely, requiring directors and officers of those companies to file Forms 3, 4 and 5 to report their holdings, trading and other activities in the securities of each company for whom they serve as a director or officer. The changes will go into effect on March 18, 2026, though the SEC may make further revisions. Absent further changes by the SEC, the rule change will mean that upon effectiveness, all directors and officers (as such term is defined by SEC rules) of foreign private issuers will need to file a Form 3 disclosing their current holdings in each company for whom the serve as a director or officer, and subsequently file a Form 4 within two business days of most transactions, equity grants or other changes. While many companies assist their insiders with these filings, they are individual responsibilities, not company filings, so each person will need their own EDGAR Next codes to make filings and should therefore prepare accordingly. Notably, unlike the Section 16 rules for domestic issuers, the legislation does not cover 10% shareholders of foreign private issuers (though 5% beneficial shareholders continue to have separate reporting obligations under Section 13 of the Exchange Act).  In addition, the rule change does not subject directors and officers of foreign private issuers to the so-called “short-swing” profits strict liability provisions under Section 16 that require disgorgement of profits with respect to certain transactions within a six-month period, or Section 16’s prohibition on short-sales by those individuals.  Of course, insiders should always be mindful of other existing rules prohibiting insider trading and other forms of market manipulation. More Information If you would like further information about how these changes may affect your reporting obligations, please contact the lawyers at Sullivan & Worcester LLP with whom you regularly consult or the lawyer listed above.
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. 
Joonas Aho Elected to Board of the Finnish American Chamber of Commerce, Inc. (New York)
Joonas Aho has been elected to the Board of the Finnish American Chamber of Commerce, Inc. (New York). Joonas will also continue in his role as Secretary, supporting the Chamber’s initiatives to strengthen commercial ties, business collaboration, and cross-border opportunities between Finland and the United States. Founded in 1948 in New York, the Chamber works to protect, develop, encourage, promote and foster trade, business, financial and professional interests and commercial relations between Finland and the United States. His appointment further reflects Sullivan’s longstanding commitment to serving Nordic clients and fostering international business relationships. Michael Student is also continuing his longstanding service on the Board, now in the second year of his current two-year term. Michael has been actively involved with the Chamber for many years, and his continued leadership reflects a strong commitment to advancing the Chamber’s mission, supporting the Finnish-American business community, and strengthening connections between companies, investors and professionals operating across both markets. For more information on the Finnish American Chamber of Commerce, Inc., please visit their website.

Corporate

Corporate

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

Environmental Technology Company Acquires a Leading Industrial Air Filtration Company

The environmental technology company, Nederman Holding AB, represented by Sullivan, recently acquired a leading industrial air filtration company RoboVent, significantly strengthening its North American position by becoming the number one player within the U.S. weld fume extraction segment. Sullivan has provided acquisition advice to Nederman since 2017. Sullivan’s Environment & Natural Resources group handled preparation of environmental provisions of the purchase agreement and disclosure schedules and advised as to regulatory compliance at the target company.

Michael J. Student, Avinash R. Rao, Amy E. Sheridan, Erika L. Todd, Douglas S. Stransky and Ida J. Vanto

Sullivan Shares Cross-Border Deal of the Year Award With Two Clients at M&A Advisor Awards

In November 2021, Sullivan together with its clients Merger & Acquisition Services, Inc., and International Transportation Marine Office, LLC (ITMA) received the Cross-Border Deal of the Year ($50 to $100 million) Award, at the 20th Annual M&A Advisor Awards in New York City. The award was given for the sale of ITMA to MS Amlin Underwriting Limited, a UK company. Don Kaitz retained his role as chairman of Arizona-headquartered ITMA, and the business continued to be led by Eric Kaitz, Chief Executive Officer. Earlier in 2021, Douglas Stransky and Michael Student, along with Merger & Acquisition Services Inc., advised ITMA and the Kaitzes.

Partner and head of Sullivan's International Tax Group, Douglas Stransky, commented, "We are thrilled to receive this honor and be together in-person with our clients and friends, Merger & Acquisition Services, Inc. and Don and Eric Kaitz, and proud to have collaborated with them on this sale."

Douglas S. Stransky and Michael J. Student

Corporate

Corporate

Corporate

Corporate

Corporate

Corporate

Corporate

Corporate