Thomas J. Poletti

Profile

Experience

Tom has represented:

Spartan Capital Securities, LLC as sole placement agent in its $6.5 million secondary public offering for AgEagle Aerial Systems Inc., a leading provider of full stack drone solutions for commercial and government use.

A consortium of investors in connection with a $28 million secured financing of Acreage Holdings, Inc., a Canadian holdings company with a diverse portfolio of cannabis cultivation, processing and dispensing operations in the United States.

Advest, Inc., as underwriters counsel in connection with the $20 million IPO of Anworth Mortgage Asset Corp., a mortgage REIT.

Aegis Capital Corp. and West Park Capital, Inc., as underwriters’ counsel in the $15.1 million IPO of HF Enterprises, Inc., a diversified holding company.

A.G.P./Alliance Global Partners as:

Represented a $10.0 million convertible preferred stock offering in Larkspur Health Acquisition Corp., a publicly traded SPAC.
Exclusive financial advisor to Larkspur Health Acquisition Corp.,, a publicly traded SPAC, with the closing of the de-SPAC transaction with Zyversa Therapeutics, Inc., a clinical stage specialty biopharmaceutical company.
Sole placement agent in an $18 million registered direct offering for VIQ Solutions Inc., a global provider of secure, AI-driven, digital voice and video capture technology and transcription services.
Sole placement agent in a public offering of $360 million of senior secured convertible notes by HEXO Corp, a consumer packaged goods cannabis-based products company.
Lead U.S. placement agent in a C$12.6 million overnight marketed offering by mCloud, a leading provider of asset management solutions.
Financial advisor to Curaleaf further to its C$275 million public offering.
Exclusive placement agent in a $25 million registered direct offering and a $20 million registered direct offering of common shares and warrants by HEXO Corp, a consumer packaged cannabis-based products company.
Underwriters’ counsel in the $20 million PIPE offering and $15 million private placement offering of senior secured convertible notes for LiveWell Canada Inc., a Canadian CBD company listed on the Canadian Stock Exchange and entering the U.S. markets.
Sales agent in two $20 million at-the-market offerings, lead placement agent in a $7.5 million private placement and sole placement agent in two registered direct offerings collectively valued at $19.5 million for FSD Pharma Inc., a Canadian cannabis biotech research and pharmaceutical company.

A.G.P./Alliance Global Partners and Brookline Capital Markets as:

Underwriters to Mount Rainier Acquisition Corp., a special purpose acquisition company (SPAC), in its $172.5 million IPO.
Underwriters to Larkspur Health Acquisition Corp., a SPAC, in its $75 million IPO.
Underwriters to Relativity Acquisition Corp., a SPAC, in its $143.75 million IPO.

A.G.P./Alliance Global Partners and Cantor Fitzgerald Canada Corporation as lead underwriters and joint bookrunners for the $140 million public offering by HEXO Corp, a consumer packaged goods cannabis-based products company.

A.G.P./Alliance Global Partners and The Benchmark Company, LLC, as underwriters to Murphy Canyon Acquisition Corp., a SPAC, in its $132 million IPO.

B. Riley FBR Northland Securities, Inc., Craig Hallum Capital Group and Dougherty & Company LLC. as underwriters’ counsel for the $36.4 million public offering of Iteris, Inc., a provider of essential applied informatics that enable smart transportation and digital agriculture.

Bam Entertainment, Inc., a video game designer and distributor, in connection with its $45 million IPO.

BNC Mortgage, a mortgage originator, in connection with its $30 million IPO and sale to Lehman Brothers.

CaliberCos Inc., a vertically integrated alternative asset manager firm, in connection with its $4.8 million IPO.

China-based China Elector Motor, Inc., a developer and manufacturer of electronic motors, in connection with its $25 million IPO.

Colorep, Inc., a developer of sustainable subsurface printing and dyeing technology, in connection with the sale of over $40 million of capital stock.

Deem, Inc., a leading cloud commerce company providing commerce-as-a-service (CaaS) solutions, in connection with the sale of preferred stock totaling over $125 million.

Digital Brands Group, Inc., a curated collection of luxury lifestyle, digital-first brands, in connection with its:

Acquisition of Sunnyside, LLC, otherwise known as the popular brand of women’s clothing “Sundry.”
$10 million IPO.
Acquisitions of clothing brands Stateside, Bailey 44 and Harper & Jones, LLC, collectively valued at over $34 million.
$10 million public offering.

Digital Health Acquisition Corp., a special purpose acquisition company (SPAC), in its $115 million IPO.

China-based Fuqi International, Inc., a leading designer and distributor of precious metal jewelry in China, in connection with its $63 million IPO and $100 million follow-on offering.

Helio, Inc., a $500 million mobile phone joint venture between Earthlink, a leading internet provider, and SK Telecom, the largest South Korean wireless telecommunications operator, in connection with capital raising and strategic and transactional matters.

Impac Mortgage Holdings, Inc., a leading residential mortgage lender, in connection with its IPO and subsequent follow-on offerings for Impac and its affiliated entities totaling over $525 million.

Imperial Credit Industries, Inc., a diversified financial institutional lender, in connection with its IPO and subsequent follow-on offerings of equity and debt for ICI and its affiliated entities totaling over $1 billion.

Internet Connect, Inc., a DSL provider, in connection with the sale of over $100 million of preferred stock.

JMP Securities and Jeffries & Company as underwriter’s counsel in connection with the $85 million follow-on offering for United PanAm Financial Corp., an originator of automobile financing.

Joseph Charles & Associates as underwriter’s counsel in connection with the $10 million IPO of Jakks Pacific, Inc., a leading toy manufacturer.

Monster Digital, Inc. in connection with corporate reorganization with Innovate Biopharmaceuticals, Inc. and concurrent $60 million PIPE.

Moving iMage Technologies, a leading digital cinema company that designs, manufactures, integrates, installs and distributes a full suite of proprietary and custom-designed equipment, in connection with its $12.6 million IPO.

Mullen Automotive, an electric vehicle company based in Southern California:

in its merger with Net Element, a global technology and value-added solutions group that supports electronic payments.
with the closing on a $150 million sale of convertible notes.
assisted in using $103 million of its proceeds to acquire ELMS assets out of bankruptcy.

China-based China New Borun Corporation, a producer and distributor of corn-based edible alcohol, in connection with its $40 million IPO.

China-based NIVS IntelliMedia Technology Inc., a consumer electronics products manufacturer and distributor, in connection with its $23 million IPO.

Roth Capital Partners, LLC, as underwriter’s counsel in connection with the $10 million follow-on stock offering for Active Power, Inc., a developer of flywheel-based uninterruptible power supply products and modular infrastructure solutions, and a $21 million follow-on stock offering for HQ Sustainable Maritime, Inc., an aquaculture product processing firm.

Rouse Services, a leading provider of data intelligence and performance benchmarking solutions, in connection with its $275 million sale to Ritchie Bros.

Skechers USA, Inc., a global footwear designer and distributor, in connection with its IPO and convertible debt transaction totaling over $160 million.

Spartan Capital Securities LLC and Revere Securities LLC as joint book runners in connection with Winc, Inc.’s $22 million IPO.

Stila Cosmetics, Inc., a leading cosmetic company, in connection with its sale to Estee Lauder.

Tandon Digital, Inc., a developer and distributor of memory products under the Monster brand name, in connection with its sale of common stock and convertible notes totaling over $10 million.

WCT Communications, Inc., a telecommunications provider, in connection with its $20 million IPO and sale to Frontier Corporation.

Wrightspeed, Inc., a designer of range-extended electric vehicle powertrains, in connection with the sale of $20 million of preferred stock and convertible notes.

China-based ZST Digital Networks, Inc., a satellite company, in connection with its $25 million IPO.

Speaking Engagements

Panelist, “The Morning Microcap Market Discussion,” Spartan Capital Investor Conference, November 4, 2024.

Panelist, “Non-Traditional Financings,” 18th Annual B. Riley & Co. Institutional Investors Conference, May 24-25, 2017.

Panelist, "A Forum on the SEC's Plain English Regulation," presented by R.R. Donnelley Financial.

Honors & Awards

Corporate America, M&A Award Winner, Best Life Sciences Transactions & Recognized Leader in Corporate Partnering Transactions, 2015

AI Global Media, Legal Award Winner, Best for Capital Markets – California, 2015

Southern California "Super Lawyers," Los Angeles magazine, 2006-2007, 2009-2014

CorporateINTL Global Award Winner, California Venture Capital Financing Attorney of the Year, 2014

Publications

Co-author, “SEC Proposed New Rules to More Tightly Regulate SPAC Activity,” Deal Lawyers, May-June 2022.

Quoted, “Morning Cannabis Newsletter,” POLITICO Pro, July 1, 2021.

Co-author, "A Guide to Plain English Disclosure," R.R. Donnelley Financial.

10.03.24

Manatt Represents Spartan Capital Securities LLC in $6.5M Public ...

A Manatt team led by Capital Markets Partner Thomas J. Poletti represented Sp...
06.26.24

Manatt Represents Digital Health Acquisition Corp. in $110M Business ...

A Manatt team led by Capital Markets Partner and Leader Thomas Poletti and Corporate and Finance Partner Veronica Lah represented Digital Health Ac...
02.21.24

Manatt Represents A.G.P. in Chromocell Therapeutics Corp. $6.6M IPO

A Manatt team led by Capital Markets Partner Thomas J. Poletti represented Alliance Global Partners (A.G.P.) as the underwriter for Chromocell ...
05.22.23

Manatt Represents CaliberCos Inc. in Upsized Initial Public Offering ...

Manatt successfully represented CaliberCos Inc., in an upsized initial public offering of 1,200,000 shares of its Class A common stock at a pu...

07.08.20

Cannabis Industry Mergers May Soon Face Less DOJ Scrutiny

Antitrust and competition senior counsel Brian Mohr, cannabis and CBD practice leader Anita Famili, and M&A and capital markets practices ...

05.04.20

SEC Proposals to Simplify Exempt Offerings are Just in Time

Manatt partners Katherine Blair and Thomas Poletti and associate Jonathan Brecher co-authored an article for Law360 on the SEC’s ...

10.14.24

Nasdaq Tightens Up Listing Rules for Noncompliance with Minimum Bid ...

On October 7, the SEC approved an amendment to Nasdaq listing rules, tightening restrictions on reverse stock splits and minimum bid price ...
07.27.23

Reverse Stock Splits and Increases in Authorized Shares Will Become ...

On July 17, 2023, the Governor of the state of Delaware signed Senate Bill 114 amending the General Corporation Law of the State of Delaware, ...
03.01.23

SEC Shortens Settlement Cycle

On February 15, 2023, the Securities and Exchange Commission adopted final rule changes to shorten the standard settlement cycle for most ...
12.27.22

SEC Adopts Final Amendments to Rule 10b5-1 Plans; Expands Related ...

On December 14, 2022, in its final meeting of the year, the Securities and Exchange Commission adopted final rules relating to Rule 10b5-1 trading ...

11.04.24

Poletti to Speak at Spartan Capital Investor Conference

Manatt Capital Markets Partner Thomas Poletti will speak on a panel, titled “The Morning Microcap Market Discussion,” at the Spartan ...

04.02.20

A Guide for Businesses to Obtain Paycheck Protection Loans Under the ...

Due to the economic uncertainty and disruption caused by the COVID-19 outbreak, Congress has passed the Coronavirus Aid, Relief, and Economic ...

05.23.18

B. Riley FBR Investor Conference

The 19th Annual B. Riley FBR Investor Conference offers premier networking and business development opportunities for high-level decision makers ...

04.19.18

Manatt Sponsors Regulation A+ Offerings Program

Manatt is pleased to co-sponsor a program discussing the current state of Regulation A+ capital raising transactions, titled “Regulation A+ ...

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