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Retail/Institutional Private Placements


Our Business and Securities Group lawyers focus on raising capital for our clients. We have extensive contacts in the investment banking and venture capital community that help our clients gain access to the people and institutions capable of providing them with capital.

We regularly guide businesses through the private placement process. Maslon's securities lawyers understand that a private placement offering can take many different forms, depending on the client's needs. Some businesses require a significant infusion of capital and may utilize an investment banking firm to reach investors. These clients are likely to use our services to prepare an extensive private placement memorandum, which serves as a marketing document and satisfies the client's disclosure obligations. Other businesses, particularly those in their early rounds of financing, may conduct a more cost-effective offering exclusively to accredited investors with little more than a business plan and subscription agreement. In these instances, our services are usually limited to reviewing the client's business plan, qualifying prospective investors and drafting the form of subscription agreement. Mature companies needing acquisition capital can benefit from our ability to create mixtures of equity and debt financing components. Maslon lawyers have represented many publicly held companies in connection with “PIPE” (private investment in public entity) offerings involving private placements of preferred stock or other convertible securities and registration rights.

Regardless of your circumstances, our lawyers are able to identify and bring to bear the right legal resources, enabling your business to raise the capital it needs as efficiently as possible.

A private placement may also involve raising capital through venture capital investors. Maslon lawyers represent both issuers and purchasers in venture capital financings. Our experience in representing venture capital groups gives Maslon lawyers the perspective necessary to help our clients attract venture capital financing on the best possible terms. In addition, we understand how the structure of a current round of financing may affect our clients' ability to successfully complete future financings.

Recent Private Placements

Company Industry Issuer Name Transaction Size VC/PIPE*
Technology Active IQ Technologies, Inc. $2,600,000 PIPE
Communications Airtel Wireless LLC $34,900,000  
Biotech AppTec Laboratory Services, Inc. $14,000,000 VC
Technology Boomerang $6,000,000 VC
Medical Technology Disc Dynamics, Inc. $2,000,000 VC
Medical Technology Disc Dynamics, Inc. $2,250,000 VC
Medical Technology Disc Dynamics, Inc. $9,250,000 PIPE
Services Equitex Inc. $2,360,000 PIPE
Services Equitex Inc. $1,380,000 PIPE
Technology Esin Technologies Corporation $2,000,000 VC
Consumer Products Ever-Fresh, Inc. $1,000,000  
Restaurant Famous Daves America, Inc. $6,000,000 PIPE
Medical Technology First Circle Medical $6,000,000 VC
Medical Technology First Circle Medical $12,000,000 Pending
Biotech Gentra $5,000,000 VC
Biotech Gentra Systems, Inc. $12,700,000 VC
Services Iconoculture $1,500,000 VC
Manufacturing Innovative Gaming Corp. of America $3,750,000 PIPE
Manufacturing Innovative Gaming Corp. of America $5,000,000 PIPE
Manufacturing Innovative Gaming Corp. of America $4,200,000 PIPE
Technology Innuity $17,000,000 VC
Technology Innuity $7-35,000,000 VC
Technology Innuity $14,900,000 VC
Manufacturing Kapak Corporation $2,000,000  
Technology Magnum Technologies, Inc. $3,000,000  
Technology Magnum Technologies, Inc. $1,500,000  
Medical Technology Medisyn Technologies, Inc. $460,000  
Communications OneLink, Inc. $660,000 PIPE
Healthcare Patient Choice Healthcare, Inc. $3,000,000 VC
Healthcare Patient Choice Healthcare, Inc. $4,000,000 VC
Technology PopMail.com, Inc. $6,750,000 PIPE
Medical Technology Pro UroCare, Inc. $1,000,000  
Technology Thinking Networks Inc. $7,500,000  
Restaurant T-Rex $3,750,000 Pending
Restaurant Ugly $500,000 Pending
Technology Wavecrest Corporation $1,100,000  
Technology Zonetrader $48,000,000 VC

*VC: Venture Capital Financing; PIPE: Private Investment Public Equity

Maslon Edelman Borman & Brand, LLP 612.672.8200
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4140
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