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Capital Markets and Securities



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Capital Markets and Securities


Whether you’re an emerging or established company, our Capital Markets and Securities attorneys are there to support your growth with a wide array of private and public financing and securities-related transactions. We possess considerable experience in corporate and securities law and work to maintain a comprehensive knowledge of our clients’ business and industries. Equally important, we make it a point to develop a clear understanding your unique objectives and goals. As a founding member of LawExchange International and an active member of Meritas, we have access to knowledgeable and experienced legal representation around the world that provides you with diversified global support and insights.

Procopio’s Capital Markets and Securities attorneys supported the growth of their clients in 2023 with a wide array of private and public financing and securities-related transactions. Bringing considerable experience in corporate and securities law while focused on maintaining a comprehensive knowledge of key industry trends, they worked side by side their entrepreneurial clients to navigate a challenging financial landscape with a focus on success. These are just a few of the public and private clients we assisted in 2023:

From your first contract to your largest sale, and everything in between, we provide counsel in the following areas:

Financings & Securities Transactions

We represent a variety of issuers, investors and underwriters in the full range of public and private securities offerings including arranging, negotiating and documenting private and public equity and debt offerings as well as JOBS Act financings. Our services include:

  • Initial Public Offerings (IPO)
  • Follow-on Registered Offerings
  • Regulation A (Reg A) Offerings
  • Private Placements
  • Regulation Crowdfunding (Reg CF) Offerings
  • Private investments in public entities (PIPES)
  • Debt Offerings
  • Venture capital financings
  • Self-tenders
  • Warrant exchanges
  • Recapitalizations and reorganizations
  • Structured financings
  • Shareholder rights plans
  • Secondary offerings
  • Mezzanine financings

Securities Compliance

We counsel a wide-array of publicly-traded companies in many different industries on the complexities of compliance with Securities and Exchange Commission (“SEC”) reporting requirements, including current, quarterly and annual reports, beneficial ownership filings and press releases. Our attorneys are also well versed in the capital markets and have experience representing clients in registered offerings, including the SEC filings and prospectus requirements that arise therefrom.

Our attorneys understand the unique securities compliance challenges faced by small cap companies. We want these clients to focus on growing their business, so our Capital Markets and Securities attorneys ensure compliance with federal securities laws including SEC filings and disclosures. Our attorneys also focus on state law compliance, including so-called Blue Sky securities laws that include state registration requirements before the sale of securities. We also ensure compliance with the guidance of self-regulatory entities such as the Financial Industry Regulatory Authority (FINRA).

As a result of our extensive experience in SEC compliance matters for public companies, we often negotiate fixed or flat fee arrangements for such work with our issuers as we understand the scope of work necessary to serve our clients.

Corporate Governance; Listing Standards

Our attorneys advise client management on compliance with various corporate, fiduciary and regulatory matters, including the Sarbanes Oxley Act, Dodd-Frank Act, the JOBS Act and other federal and state laws that regulate private and public companies. For exchange-listed clients, we advise with compliance with Nasdaq and NYSE exchange listing requirements, corporate governance standards and industry best practices. Our attorneys also have experience counseling clients on navigating the uplisting process from the over-the-counter (OTC) markets to senior exchanges like Nasdaq. We also advise boards of directors and audit, compensation and special committees on regulatory and fiduciary issues including investigations, where necessary and advisable.

Executive and Equity-Based Compensation

We assist clients with executive and equity-based compensation issues, designing, drafting, implementing and administering executive compensation arrangements, such as:

  • Stock options
  • Bonuses
  • Phantom stock
  • Profits interest plans
  • Arrangements designed to incentivize and retain employees
  • Omnibus equity incentives

We also assist with the filing of Form S-8 registration statements for public company issuers looking to register the equity compensation plans. If our clients are involved in mergers, acquisitions or other corporate transactions, we identify and resolve the complex issues that may arise with equity plans and other employment benefit arrangements related to these transactions.

Life Sciences/Med Tech:

  • Represented Irish pharmaceutical company in $87M secondary public offering of shares in a NASDAQ pharmaceutical company.
  • Represented two biotechnology venture capital funds (co-lead investors), investing in a drug development company in a $45M purchase and sale of Series D Preferred Stock.
  • Represented privately held San Diego medical device company in its Series B and Series C Preferred Stock financing in which $19M and $30M, respectively, was raised.
  • Represented Silicon Valley-based bioelectronic medicine company in its successful $17.25M Nasdaq IPO.
  • Represented pharmaceutical company in its Series B and Series C Preferred Stock financing in which $5M and $30M, respectively, was raised.
  • Represented Italian biotech company in significant licensing/stock deal with NASDAQ biopharma company.
  • Represented venture capital fund in its investment and purchase of preferred stock of various life science companies in which it is lead investor.
  • Represented Silicon Valley-based integrated healthcare technology company in its Series A Preferred Stock Financing.
  • Represented biomarker company in its seed and Series A Preferred Stock funding, and multiple licenses for platforms related thereto.


  • Represented Nasdaq software simulation company in its $115M public offering underwritten by Oppenheimer and Raymond James.
  • Represented technology company in its initial public offering, raising $65M from the sale of common stock shares.
  • Represented software company in its proposed $40M offering of common stock, preferred stock, warrants and/or units under a universal shelf registration statement on Form S-3.
  • Represented Nasdaq-listed emerging technologies company in its $30M registered direct public offering of common stock and warrants.
  • Represented privately held San Diego-based technology company with over 150 shareholders in a $30M cash for stock transaction.
  • Represented high performance computing company in its $20M Initial Public Offering and listing on Nasdaq.
  • Represented high performance computing company in its $19.5M Initial Public Offering (IPO) and listing on Nasdaq.
  • Represented Nasdaq technology company in its $10M ATM follow-on public offering.
  • Represented Mexico-based VC firm in its $7M Series A lead investment into Silicon-Valley-based SaaS analytics company.
  • Represented publicly-traded m-commerce company in its multi-million dollar tranched S-3 shelf public offering.
  • Represented SaaS (BI) company located in San Francisco, in its Series A, Series B and Series C Preferred Stock financings, and in an all cash acquisition of the company by an acquiror located in the Bay area.
  • Represented Carlsbad-based SaaS company in its Series A and Series B Preferred Stock financing, the filing of a Permit Application with the California Department of Corporations and the reincorporation into Delaware related thereto.
  • Represented Los Angeles-based SaaS company in its conversion from an LLC to a C corporation, and the simultaneous reorganization and Series A Preferred Stock financing.
  • Represented high-speed wireless data delivery company in its Reg A offering.
  • Represented Silicon Valley-based enterprise sales technology company in its Series B Preferred Stock Financing.
  • Represented advertising technology company in its Series A Preferred Stock Financing.
  • Represented privately held Palo Alto based SEM company in its Series A and Series B Preferred stock financings and the acquisition of the company by a private equity group.
  • Represented San Diego based CRM technology company in its seed, Series A, Series A-1 and Series B Preferred Stock financings.


  • Represented clean energy software solutions company in a $200M underwritten public offering and its registered at-the-market (ATM) offering of up to $500M.
  • Represented publicly traded thermal energy company in public shelf offering of up to $15M.
  • Represented biofuels company in $10.5M industrial development bond refinancing.


  • Represented nutrition bar company in significant private equity investment from leading food and brand firm.
  • Represented underwriter in initial public offering of organic food company.
  • Represented organic pasta company in its initial public offering.
  • Represented agriculture technology company in its Series C Preferred Stock Financing.

Professional Services:

  • Represented large public company bank in its $25M investment in a regional investment banking firm.
  • Represented Canadian FinTech company in its Regulation (Reg A) offering in the United States.
  • Represented FINRA-registered broker-dealer in the roll-up of competing investment banking team, broker-dealer and RIA.


  • Represents race horse syndication crowdfunding platform company in its ongoing Regulation A (Reg A) offering of Series LLC interests.
    Represented high end hunting gear company in its $50M sale of minority interest to leading private consumer growth equity firm.
    Represents leading California angel group in the group’s investments in companies located on the West Coast.

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