Mitchell D. Goldsmith

Mitchell concentrates his practice in the areas of federal and state regulation of securities, private equity, corporate finance, and real estate securities. His securities practice has led to the successful structuring and placement of numerous debt and equity offerings in both the public and private markets for clients in a diverse array of industries, with a concentration in the biopharma and high technology space.

His closely related activities include the financing of mature businesses as well as start-up and emerging growth businesses, including joint venture, venture capital, public and private offerings, including IPO and PIPE financings. He handles both buy-side and sell-side private equity transactions.

Corporate Securities and M&A Engagements

• Represented broker-dealer in F-1 registration of Singapore-based issuer.
• Represented anti-cancer company in simultaneous S-1 registration statement and NASDAQ uplisting.
• Represented nutritional supplement manufacturer and distributor in numerous private offerings and subsequent $132MM IPO and NASDAQ listing led by four mid-sized broker-dealers.
• Represented operator of U.S. and state government leased buildings in simultaneous $125 million equity and $50 million debt financing through bulge bracket investment bank, with proceeds used to take out $100 million public debt financing from prior representation as part of Israeli IPO; represented same issuer in 5 prior bond offerings providing over 100% financing, placed through 3 separate major underwriters.
• Represented leading radiological digital imaging firm in venture capital and mezzanine debt financings, leading to NASDAQ IPO.
• Represented China-based pharma company in original funding and ultimate sale through bulge bracket broker-dealer of two separate divisions to: (i) a bulge bracket pharma firm’s China operations; and (ii) a bulge bracket European pharma company.
• Represented anti-cancer products company in “C” and “D” rounds of venture capital financing ($20 million), leading to a successful IPO, as well as a private offering for a bioterrorism subsidiary and ultimate repurchase by the company.
• Represented 4 separate China-based companies in connection with U.S.. acquisitions and two separate China-based companies in connection with litigation leading to the qualification of generic pharmaceuticals for sale in the US market.
• Represented anti-cancer and renal treatment company with three separate platforms in up-listing to Nasdaq and simultaneous S-1 registration statement.
• Represented medical device developer (for detection of cancer without the need for biopsy) in $11 million venture capital financing as well as 2 prior and one subsequent convertible debt offerings.
• Represented microbubble developer in transaction leading to $29,500,000 Series A financing with a matching amount on achievement of milestones.
• Representing remote heart monitoring company in $15 million Series A financing.
• Represented 4 separate anti-cancer companies in seed and/or Series A financings.
• Represented health care payments software and processing firm in multiple rounds of financing (convertible notes, Series A, B, B-3, and in B-4 venture-backed round) and sale to a PE-backed revenue cycle management company.
• Represented a hard seltzer consumer products company in large preferred equity financing by the venture capital arm of the world’s largest liquor company.
• Represented the nation’s second-largest operator of collision centers in simultaneous rollover of equity, significant additional equity funding, sale to a second private equity firm, as well as follow on acquisitions.
• Represented a pallet manufacturing, distribution, and logistics firm in the sale and rollover of equity to private equity fund.
• Represented an automotive company in over $100 million recapitalization transaction with a private equity firm and subsequent significantly larger subsequent rollover with a second private equity fund.
• Represented a multi-state vendor of oxygen and home health products in its sale to a multinational competitor.
• Represented a publicly traded provider of network telecom integration services in the acquisition of a former public company funded through $8.5 million senior credit and $10.5 million convertible debt PIPE offering, as follow on to a $19 million PIPE convertible debt offering and $21 million prior equity PIPE offering, and $10.5 million subordinated debt facility used to fund three prior separate acquisitions and integration of entities.
• Represented ethernet-based telecom company in $8 million Series “A” Preferred, $15 million Series “B”, $15 million Series “C” Preferred stock, and $10 million Series D Preferred stock financings as well as the subsequent disposition of the Company to one of the world’s largest telecom companies.
• Represented electronic coupling platform company in connection with over $15 million of financings, including Series A, B, C, D, D-2, D-3, D-4, D-5, and D-6 Convertible Preferred Stock and separate Convertible Debt financing as well as a worldwide distribution agreement with a major electronics company.
• Represented a hedge fund in its capitalization of and purchase of controlling interest in the largest internet-based e-tailer of equipment and apparel to the mixed martial arts industry.
• Represented anticancer company producing nanoparticles used to significantly reduce damage to healthy tissue during radiation therapy in Series A, AA, and AAA Preferred Stock Offerings as well as 11 country patent applications.
• Represented licensee from Mayo Clinic and developer of software solutions for hemoglobin dosing for dialysis treatment in seed, Series A-1 through Series A-9 financings and convertible debt financing, as well as recent licensing transaction to one of two leading renal treatment companies in the USA.
• Represented a publicly traded company involved in the abatement of mercury emissions from power plants in $10 million convertible debt financing and follow on matters.
• Represented food and beverage companies with start-up financings: a bean curd manufacturer; a gluten free foods manufacturer; a custom brewery; two custom distillers.
• Represented hedge funds in capital raising and documentation for bridge loan funding vehicle and real estate development vehicle.