Sullivan
Microsoft has discontinued support for Internet Explorer. To access the Sullivan website, please install a modern browser like Microsoft Edge or Google Chrome.

Biography

David is the managing partner of Sullivan's New York office, where he is also director of the Corporate Department. He has extensive transaction experience representing issuers, broker-dealers and investment funds in financings, capital markets transactions, and mergers and acquisitions. David's clients span a variety of industries, and his practice includes such matters as general corporate governance, securities regulation, mergers and acquisitions, and financings. He also maintains several securities industry licenses, including the Series 24 (Registered Principal), Series 7 (General Securities), Series 79 (Investment Banking), and Series 99 (Operations), which gives him a unique insight into the challenges facing regulated firms.

David handles both regulatory and transactional work for broker-dealers. His regulatory practice addresses virtually all securities law-related statutory and regulatory requirements applicable to broker-dealers and their affiliates, covering employee issues; sales and trading; development of compliance and supervisory procedures; satisfaction of margin, capital and recordkeeping requirements; the rules of the financial industry self-regulatory organizations; anti-money laundering; and privacy.

Education
  • Boston University School of Law (LL.M.)
  • Suffolk University Law School (J.D.)
  • Kenyon College (A.B.)
Bar & Court Admissions
  • New York
  • District of Columbia
  • Massachusetts
  • England and Wales (Registered foreign lawyer)
Awards & Honors
  • The Legal 500 U.S., 2020
Client Highlights
All Client Highlights
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. 
SEC Turns the Spotlight On Nasdaq Delisting Standards
David Danovitch was quoted in the article "SEC Turns the Spotlight on Nasdaq Delisting Standards," published by Law360 [sub. req'd] on May 1, 2026. The article discusses the U.S. Securities and Exchange Commission’s decision to delay implementation of proposed Nasdaq delisting standards to allow for additional public comment, following concerns that the changes could expose smaller companies to market abuse and limit their ability to appeal delisting decisions. “It’s not the norm,” David says, referring to the SEC’s decision to pause its review. “And I think it reflects the fact that the comments, particularly the comments in opposition or expressing concern about the proposal’s implementation, gave the SEC quite a lot to think about,” he adds.

David E. Danovitch

David is the managing partner of Sullivan's New York office, where he is also director of the Corporate Department. He has extensive transaction experience representing issuers, broker-dealers and investment funds in financings, capital markets transactions, and mergers and acquisitions. David's clients span a variety of industries, and his practice includes such matters as general corporate governance, securities regulation, mergers and acquisitions, and financings. He also maintains several securities industry licenses, including the Series 24 (Registered Principal), Series 7 (General Securities), Series 79 (Investment Banking), and Series 99 (Operations), which gives him a unique insight into the challenges facing regulated firms.

David handles both regulatory and transactional work for broker-dealers. His regulatory practice addresses virtually all securities law-related statutory and regulatory requirements applicable to broker-dealers and their affiliates, covering employee issues; sales and trading; development of compliance and supervisory procedures; satisfaction of margin, capital and recordkeeping requirements; the rules of the financial industry self-regulatory organizations; anti-money laundering; and privacy.

Client Highlights
All Client Highlights
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. 
SEC Turns the Spotlight On Nasdaq Delisting Standards
David Danovitch was quoted in the article "SEC Turns the Spotlight on Nasdaq Delisting Standards," published by Law360 [sub. req'd] on May 1, 2026. The article discusses the U.S. Securities and Exchange Commission’s decision to delay implementation of proposed Nasdaq delisting standards to allow for additional public comment, following concerns that the changes could expose smaller companies to market abuse and limit their ability to appeal delisting decisions. “It’s not the norm,” David says, referring to the SEC’s decision to pause its review. “And I think it reflects the fact that the comments, particularly the comments in opposition or expressing concern about the proposal’s implementation, gave the SEC quite a lot to think about,” he adds.

David E. Danovitch

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