Rimon

Theodore (Ted) Ghorra

Partner

Securities and Capital Markets, Regulatory, Compliance & Corporate Governance
New York

EDUCATION

  • Brooklyn Law School
J.D., Lisle Merit Scholar, 1968 Merit Scholar, Dean's List, Articles Editor of Law Review

St. Johns University

B.A., Dean's List

PREVIOUS EXPERIENCE

  • Nixon Peabody (Partner)

    ADMISSIONS

  • State of New York

    Languages

  • English

Ted represents public companies, private companies, and banks in connection with securities law and general corporate matters. He has closed hundreds of corporate and capital markets transactions, representing issuers across a wide variety of industries, including life sciences, energy and renewables, consumer products, technology, medical device, last-mile service and logistics, CBD health and wellness, and others, and has represented boutique investment banks through bulge brackets as underwriter or placement agent.

He has represented Nasdaq-, OTC-, and CSE-listed companies in their public offerings, private placements, contracts and agreements and SEC filings, as well as having served as their outside General Counsel.

In addition to his securities work, Ted’s company clients trust him to staff and oversee a broad variety of matters related to intellectual property, licensing, litigation and white-collar, realty, trust and estate, and other issues. His clients know that he will stay involved while always maintaining an efficient, responsive, and cost-conscious approach to any matter entrusted to him.

In addition, Ted has provided pro bono services representing clients in healthcare, Catholic school education, the Holocaust Project, and the arts.

REPRESENTATIVE MATTERS

Selected Public Company Representations

  • Representation of a public company in a $2.375M private placement of convertible debt of a dual-listed U.S. and Canadian logistics company.
  • Representation of a dual-listed company in connection with its establishment of an equity line of credit facility, including preparation of registration statement, and filing with and clearance by the SEC.
  • Representation of a public company in a debt offering, convertible into up to 5 million shares of common stock.
  • Representation of a publicly traded Canadian company in its cash and stock acquisition of a multimillion-dollar U.S.-based logistics and last mile delivery business, including regulatory analysis and clearance, as well as on its simultaneous acquisition financing transaction.
  • Bridge financing for a 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.
  • Representation of Integrated Media Technology Corp., a Nasdaq-listed Australian company, in connection with a follow-on registered direct offering 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 connection with 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.
  • Representation of an Australian public corporation in the preparation and filing of a Form S-8 registration statement and in connection with corporate governance issues.
  • Representation of Tauriga Science Inc. in the execution of a $5 million 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.
  • Representation of Spherix Incorporated, a Nasdaq-listed company, in connection with its issuance of common stock, preferred stock and warrants in a Form S-1 offering.
  • Representation of Spherix Incorporated in its 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.
  • Representation of Spherix Incorporated, as issuer’s counsel, for aggregate financings of approximately $22 million via registered securities offerings of common stock and common stock warrants.
  • Representation of PhotoMedex, Inc., as issuer’s counsel, for its $40 million concurrent registered offerings of common stock.

 

Selected Private Company Representations

Mr. Ghorra acts as outside general counsel to a number of private companies, assisting them on an ongoing basis with routine and event-driven securities filings, regulatory and compliance advice, licensing, mergers and acquisitions, and other matters.

  • Representation of Lupagen Inc., a medical device company, in connection with a Services and Licensing Agreement with a major pharmaceutical company.
  • Representation of Serendipity Brands Inc., an ice cream manufacturing and distribution business, in connection with its private placement of securities.
  • Representation of a U.S. private company in preparation of a Form 10 Registration Statement in its conversion to a publicly reporting company.
  • Representation of a medical device company in connection with its licensing and domestic and international intellectual property matters, including patent and trademarks.
  • Representation of a domestic consumer products company from formation, assisting the company from the product concept stage through IP securitization and product launch.
  • Representation of a domestic company in its formation, establishment of online distribution, marketing and consulting arrangements and corporate governance advice, as well as in closing its initial financing transaction.

 

Selected Bank and Investment Fund Representations

  • Secure FINRA and Nasdaq clearance for all transactions requiring regulatory submission and approval of such securities offerings.
  • Representation of Alere Financial Partners, a division of Cova Capital Partners, as placement agent’s counsel in connection with private placement of common stock by NexGel, Inc.
  • Representation of Wells Fargo Securities as lead underwriter in an underwritten offering of common stock by Avid Bioservices, Inc.
  • Representation of Ambria Capital in connection with its investments in private and public companies, as well as in going public transactions.
  • Representation of Needham & Company, LLC, as underwriter’s counsel, for Nova Measuring Instruments Ltd.’s (Israel domestic) $18.4 million CMPO offering of ordinary shares.
  • Representation of Tangiers Capital in connection with securities law advice.
  • Representation of Cowen Inc. as the exclusive Placement Agent for The Wet Seal, Inc.’s $27 million follow-on Regulation D Private Placement of public company securities.
  • Representation of 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.
  • Representation of 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.
  • Representation of 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.
  • Representation of 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.
  • Representation of 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.
  • Representation of 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.
  • Representation of Barclays Capital, Inc., as underwriters’ counsel, for Halozyme Therapeutics, Inc.’s $72 million public offering of common stock.
  • Representation of 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.
  • Representation of Kinderhook Partners L.P., as investor counsel, for Patient Safety Technologies, Inc.’s $7.1 million offering of common stock.
  • Representation of Lazard Capital Markets LLC, as underwriter’s counsel, for Harvest Natural Resources Inc.’s $32 million registered direct offering of senior convertible notes.

EDUCATION

  • Brooklyn Law School
J.D., Lisle Merit Scholar, 1968 Merit Scholar, Dean's List, Articles Editor of Law Review

St. Johns University

B.A., Dean's List

PREVIOUS EXPERIENCE

  • Nixon Peabody (Partner)

    ADMISSIONS

  • State of New York

    Languages

  • English