Ruba Qashu

Capital Markets and Securities

• Represented a Nasdaq-listed beverage and snack-products company in a multi-step recapitalization involving a rights offering, PIPE financing and senior secured convertible notes in connection with an exchange uplisting and debt restructuring.
• Represented a Nasdaq-listed multi-brand restaurant platform in strategic acquisitions and capital-raising transactions, including multiple registered rights offerings, convertible debentures and warrant financings to fund concept roll-outs and brand acquisitions.
• Represented a Nasdaq-listed issuer in a pre-merger restructuring and reverse merger, including the spin-off of restaurant operations, refinancing and release of secured debentures, and related private placement and warrant financings in connection with the combined company’s Nasdaq listing.
• Represented a Nasdaq-listed issuer in a reverse takeover (RTO) and spin-off transaction, including bridge and PIPE financings, the Form S-4 registration process and subsequent S-1 resale registration, advising on shell-company seasoning and stock-exchange eligibility.
• Represented the target company in a business combination with a special purpose acquisition company (SPAC), including negotiation of the merger agreement, PIPE financing and stock-exchange listing and governance matters.
• Represented placement agents in at-the-market (ATM) equity programs and managed unit rights offerings for Nasdaq and NYSE-listed issuers in, including equity distribution agreements, prospectus supplements and Regulation M,FINRA Rule 5110 compliance and 10b-5 / negative assurance opinions.
• Represented Nasdaq-listed issuers in follow-on equity offerings, registered direct offerings, confidentially marketed public offerings (CMPOs), registered rights offerings and shelf takedowns under Rule 415.
• Represented issuers and investors in early-stage and bridge financings using simple agreements for future equity (SAFEs), convertible notes and preferred equity rounds for emerging-growth technology and consumer-products companies.
• Represented an issuer in the spirits industry in a Regulation A, Tier 2 offering aimed at technology-enabled retail distribution and an eventual national-exchange listing, including testing-the-waters communications and ongoing reporting.
• Served as special capital-markets counsel to the board of a Nasdaq-listed clinical-stage biotechnology company in connection with a rights offering and related strategic alternatives.
• Represented a Nasdaq-listed issuer in a recapitalization with its largest stockholder and junior secured lender, including secured convertible note and warrant financing, a backstopped rights offering and equitization of remaining debt to simplify the capital structure.
• Represented a Nasdaq-listed issuer in secured bridge loan and senior secured revolving credit facilities and related amendments, waivers, collateral and intercreditor arrangements.
• Ongoing securities and corporate-governance counsel to Nasdaq- and NYSE-listed companies regarding Exchange Act reporting (Forms 10-K, 10-Q and 8-K), proxy statements, equity compensation plans and related Form S-8 registration statements, Section 16 compliance, Rule 144 issues and stock-exchange listing standards.
• Represented issuers in Rule 144A and Regulation S offerings of equity-linked securities, coordinating U.S. and cross-border securities, blue sky and listing issues.

Fund Formation

• Represented sponsor groups in forming private equity and hedge funds, including fund structuring, offering documents, subscription materials, management and performance fee arrangements and investment advisory agreements.

Corporate Governance & Public Company Advisory

• Advised boards of directors and special committees of public companies on fiduciary duties, conflicted-party transactions and shareholder-approval requirements in connection with strategic financings.
• Advised audit, compensation and nominating/governance committees on charter updates, independence standards, committee reporting and evolving SEC and stock-exchange governance requirements.
• Advised public-company clients on proxy statement disclosure, shareholder proposals, annual meeting procedures and activist engagement, including advance-notice bylaw issues and universal proxy considerations.
• Advised issuers and insiders on Section 16, beneficial ownership reporting and Rule 10b5-1 trading plans, including remediation of historical reporting issues and implementation of updated insider-trading policies.
• Advised boards and management teams on disclosure controls and procedures, risk-factor and MD&A enhancements, and earnings-release and guidance practices in light of evolving SEC enforcement priorities.
• Advised public-company clients on related-party transactions, conflicts-of-interest policies and board-level approval processes to mitigate litigation and enforcement risk.

Corporate

• Represented founders and investors in the formation, capitalization and ongoing governance of corporations and LLCs, including shareholder agreements, LLC operating agreements and equity incentive plans.
• Represented buyers and sellers in stock and asset acquisitions, mergers and divestitures across a range of industries, from term sheet and LOI through closing and post-closing adjustments.
• Represented growth-stage companies in venture-capital and private-equity financings, including seed, Series A and later-stage preferred equity rounds and related investor-rights, voting and registration-rights agreements.

Broker-Dealer and Intermediary Representation

• Advised broker-dealers and placement agents on FINRA and SEC regulatory issues in connection with public offerings, private placements, PIPEs and other capital-raising transactions.
• Advised broker-dealer and investment banking clients on registration and membership issues, supervision and written supervisory procedures (WSPs), sales-practice rules and Regulation Best Interest compliance.
• Advised broker-dealers and other intermediaries on Regulation M, Regulation SHO, short-sale and market-stabilization issues in connection with at-the-market programs, rights offerings and other follow-on transactions.
• Advised intermediaries and crowdfunding/online capital-raising platforms on broker-dealer registration, finders issues, compensation structures and compliance with Exchange Act and FINRA rules.
• Advised intermediaries and “unregistered broker” issues arising from marketing, capital-raising and transaction-based compensation structures.