Theodore (Ted) Ghorra
Practice Groups and Client Sectors:Corporate, Transactional Law
Areas of Focus:Limited Liability Companies, Emerging Companies, Life Sciences, Corporate Governance, Securities and Capital Markets, Medical Devices, Securities Compliance and Offerings, Emerging Companies and Venture Capital, Mergers and Acquisitions
Ted has closed hundreds of corporate and capital markets and other transactions, much of which encompassed public offering work as underwriter/placement agent and issuer’s counsel. The underwriter side representation ranged from boutique investment banks through the bulge brackets. Ted has represented both publicly traded and privately held companies, both as transaction counsel and outside general counsel. Many of the issuers involved in these transactions are in the life sciences, energy/alternative energy, consumer products and technology sectors, medical device, last-mile service and logistics, and in the CBD health and wellness space. Ted’s public company experience includes representing Nasdaq, OTC and CSE listed companies in public offerings, private placements, SEC filings (‘33 Act and ‘34 Act), and to provide general corporate, securities compliance and corporate governance advice. Additionally, his clients trust him to staff and oversee a broad variety of matters including matters relating to clients intellectual property, licensing transactions, oversight of litigation and white-collar issues, realty, trust and estate, and other matters. His clients know that he will stay involved while always maintaining an efficient, responsive and cost-conscious approach to any matter entrusted to him. Finally, Ted has been active in pro bono matters and has represented clients in the areas of Healthcare, Catholic School Education, the Holocaust Project and the arts.
Represented public company in its debt offering, convertible into up to 5M shares of common stock, June 2020
“Bridge Financing” for a public company client - ParcelPal Technology Inc.- in the form of a convertible debenture with an institutional fund on a fixed conversion price basis, repayable in cash or in exchange for common shares
Follow-on registered direct offering for a Nasdaq listed Australian company, Integrated Media Technology Corp, pursuant to a Securities Purchase Agreement with an accredited investor for the issuance and sale in a registered direct offering of 158,730 ordinary shares of the Company
Representation of a public company in the preparation of a distribution agreement with a major northeast regional distributor who will be a reseller of our clients' products, CBD and CBG infused edibles
Prepared and filed a Form S-8 registration statement, and advised Australian public corporation in corporate governance issues
Tauriga Science Inc. - executed a $5M registered Equity line of credit arrangement and filed and received effectiveness under Form S-1 pursuant to the terms of an Investment Agreement and Registration Rights Agreement with an institutional investor
Represented Lupagen Inc., a medical device company, in connection with a Services and Licensing Agreement with a major pharma company
Represented Serendipity Brands Inc., an ice cream manufacturing and distribution business, in connection with its private placement of securities
Represented Wells Fargo Securities as lead underwriter in an underwritten offering of common stock by Avid Bioservices, Inc.
- Represented Spherix Incorporated, a Nasdaq-listed company in connection with its issuance of common stock, preferred stock and warrants in a Form S-1 offering.
- Represented Spherix Incorporated in its November 2015 licensing transaction with RPX Corporation (also a public company), whereby our client granted a license to RPX in exchange for the redemption of certain outstanding preferred stock, a release of liens on its assets and cash to our client, among other items included in the transaction.
- Needham & Company, LLC, as underwriter’s counsel, for Nova Measuring Instruments Ltd.’s (Israel domestic) $18.4 million CMPO offering of ordinary shares
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- Cowen and Company, LLC as the exclusive Placement Agent for The Wet Seal, Inc.’s a $27 million follow-on Reg D Private Placement of public company securities
- Spherix Incorporated, as issuer’s counsel, for aggregate financings of approximately $22MM million via registered securities offerings of common stock and common stock warrants
- J.P. Morgan Securities, as underwriter’s counsel, in ARIAD Pharmaceuticals, Inc.’s $323 million public offering of common stock for newly FDA approved oncology therapy
- Janney Montgomery Scott, as underwriter’s counsel, for d’ELia’s Inc.’s $15.8 million public offering of common stock, and a concurrent private placement of $21.8 million in principal amount of 7.25% convertible notes
- Lazard Capital Markets LLC, Oppenheimer & Co. Inc., JMP Securities LLC and Maxim Group LLC, as underwriter’s counsel, for Organovo Holdings, Inc.’s $47 million public offering of common stock with over-allotment
- PhotoMedex, Inc., as issuer’s counsel, for its $40 million concurrent registered offerings of common stock
- Needham & Company, LLC and D.A. Davidson & Co. as underwriter’s counsel, for Radisys Corporation’s $23 million follow-on public offering of Common Stock
- Lazard Capital Markets LLC, Cowen and Company LLC, JMP Securities LLC, Wedbush PacGrow Life Sciences and Canaccord Genuity, as underwriter’s counsel, for Sarepta Therapeutics, Inc.’s $125 million public offering of common stock
- Lazard Capital Markets LLC, as underwriter’s counsel, for Globalstar Inc.'s $38 million private placement of Convertible Senior Unsecured Notes and Warrants to Purchase Common Stock
- Barclays Capital, Inc., as underwriters' counsel, Halozyme Therapeutics, Inc.'s $72 million public offering of common stock
- Lazard Capital Markets LLC, as placement agent’s counsel, for Evergreen Energy Inc.’s at-the-market program to sell up to $10 million in common stock
- Kinderhook Partners L.P., as investor counsel, for Patient Safety Technologies, Inc.’s $7.1 million offering of common stock
- Lazard Capital Markets LLC, as underwriter’s counsel, for Harvest Natural Resources Inc.’s $32 million registered direct offering of senior convertible notes