Utilizing new Rule 506(c) in connection with a Series A Preferred Stock financing for Vesselon, Inc., a Connecticut-based medical device company developing one of the world’s first portable devices for the immediate treatment of ischemic stroke. Our highly skilled attorneys bring their institutional knowledge in advising clients with regard to this safe harbor exemption from registration under the Securities Act of 1933. We assisted the company with preparation of a private placement memorandum, subscription, escrow, registration rights and stockholders rights agreements, employment agreements, indemnification agreements and other transaction documents. We also negotiated the terms of a placement agency agreement, M&A finders and right of first refusal agreement with Spencer Trask Ventures, Inc., the exclusive placement agent in the overall transaction.
Rule 506(c) now allows issuers to use general solicitation or advertising to offer and sell securities, and permits issuers to raise an unlimited amount of money from accredited investors (subject to the other conditions of the rule) through offerings that can now be made public over the internet, TV, and on social media.