Deals
Caliber I.D.

H.C. Wainwright Publicly Marketing $6M PIPE for Medical Equipment Maker

By |

A medical imaging and diagnostics equipment maker Caliber Imaging & Diagnostics (LCDX) is raising $6 million in a publicly-solicited equity private placement of common stock arranged by H.C. Wainwright & Co., in one of the earliest known attempts to offer PIPE securities via a general solicitation. The Rochester, N.Y.-based company, which has posted its private placement memorandum on its website, announced on Oct. 28 that the offering will be open to accredited investors only. The offering’s pricing and other terms were not disclosed. The company expects existing investors including its entire management team and some board members will join new investors participating in the offering.

Deals

Media IP Protection Company Completes $2M APO

By |

Rightscorp (RIHT), a company which sells technology to protect media companies from illegal content downloading, went public in a reverse merger and closed a private placement with an investor to raise $2 million. The Santa Monica, Calif.-based company completed the alternative public offering (APO) on Oct. 25, selling 950,000 units at 50 cents each to Hartford Equity. Each unit includes one common share and a five-year warrant to buy an additional share for 75 cents, to raise an initial $475,000. The company concluded an agreement with Hartford to purchase a total of $2 million in common stock and warrants over the next 14 months.

Executive Moves

Growth Capital Personnel Moves

By |

Lazard Capital Markets CEO Buchanan Resigns in Wake of Staff Acquisition by FBR
Lazard Capital Markets CEO William Buchanan resigned effective Oct. 30, just two weeks after the firm sold much of its research, trading and clearing operations to FBR & Co., The active growth equity private placement agent also said it had completed a strategic review designed to cut expenses and explore merger options. Buchanan will be succeeded by co-CEOs Scott McLaughlin and William Rosenberg. McLaughlin is currently the head of equities and will stay in that role as well. Rosenberg also will retain his duties as COO and CFO.

Markets

DTC Lifts Veil on Chills

By |

In a significant policy shift, the Depository Trust Company has issued a white paper outlining procedures that issuers can to take to avoid or remedy security deposit chills and global locks. The blueprint, “DTC Service Restrictions on Certain Book-Entry Securities – Procedures for Affected Issuers,” arrived 18 months after the Securities and Exchange Commission directed DTC to establish rules giving affected issuers due process. The order resulted from an administrative appeal to the commission by International Power Group (IPWG) after it was subject to a deposit chill in 2009. 

The DTC institutes deposit chills – a refusal to accept further securities for book entry from an issuer that can include some further service restrictions – when it suspects that a prior deposit comprised securities that aren’t freely transferable. It imposes a global lock – a shutdown of all services – when “definitive evidence” exists that securities are restricted, such as a regulatory action against an issuer alleging an illegal transfer of the shares. In the white paper, DTC provides a broad overview of its new policies, from how it intends to notify issuers of actions and the process companies would follow to clear them, to the introduction of an automatic cessation of a global lock after six months or a year, depending on whether an issuer reports to the SEC and other circumstances.