Merrill M. Kraines

Overview

Merrill M. Kraines advises life sciences and technology clients in corporate, securities, and mergers and acquisition transactions. He has in-depth experience representing biotechnology, therapeutic, diagnostic and medical device companies. Merrill also represents emerging companies in various business and finance transactions in many industries, including: software, Internet, healthcare, IT, alternative energy, financial services, IT consulting, educational publishing, entertainment, office products, advertising, telecommunications, paper and more. Merrill handles numerous IPO’s and secondary offerings, including fully marketed underwritten offerings, registered direct and confidentially marketed offerings, uplistings, off-the-shelf takedowns, private placements, PIPE financings, and cross-over and venture capital financings.

Results

Health Sciences Securities Offerings

Represented Inhibikase Therapeutics, Inc. in connection with its $110 million PIPE private placement with potential aggregate financing up to $275 million if all warrants are exercised. Inhibikase is a clinical-stage pharmaceutical company developing protein kinase inhibitor therapeutics to modify the course of cardiopulmonary and neurodegenerative disease through Abelson Tyrosine Kinase inhibition. The private placement was led by Soleus Capital with participation from Sands Capital, Fairmount, Blackstone Multi-Asset Investing, Commodore Capital, Perceptive Advisors, ADAR1 Capital Management, BSQQUARED Capital, Nantahala Capital, Stonepine Capital Management and Spruce Street Capital. Inhibikase intends to use the net proceeds from the private placement to finance the initiation of a Phase 2b trial in pulmonary arterial hypertension (PAH) and for general corporate purposes. The Company sold shares of restricted common stock, pre-funded warrants and Series A-1 warrants and Series B-1 warrants. The warrants expire 30 days following the achievement of certain milestones involving the safety and efficacy of its phase 2b trial for IkT-001 Pro involving PAH. The Company will file registration statements providing for the resale of the securities offered in the private placement. In connection with the financing, the Company reset the membership of its Board of Directors with two existing members resigning and four new directors joining. Roberto Bellini (former Chief Executive of BELLUS Health Inc. and current Managing Partner of BSQUARED Capital), Amit Munshi (current Chief Executive of Orna Therapeutics and former CEO of Arena Pharmaceuticals), Arvind Kush (current CFO of Candid Therapeutics and former CFO of RayzeBio) and David Canner (Partner at Soleus Capital) all joined the Board. Roberto Bellini was named Chairperson of the Board. Jefferies acted as lead placement agent https://www.inhibikase.com/news/press-releases/detail/124/inhibikase-therapeutics-announces-pricing-of-110-million; https://www.inhibikase.com/news/press-releases/detail/125/inhibikase-therapeutics-announces-closing-of-up-to-275

Represented Inhibikase Therapeutics, Inc. in its $4.0 million registered direct offering with an institutional investor to purchase shares of common stock (or pre-funded warrants in lieu thereof). In a concurrent private placement, Inhibikase issued unregistered Series A and Series B warrants to purchase shares of common stock exercisable beginning on the date of stockholder approval and ending one year thereafter in the case of Series A warrants, and five years thereafter in the case of Series Class B warrants. Inhibikase also entered into a warrant inducement agreement whereby the investor exercised certain outstanding warrants in consideration for a lower amended exercise price and the issuance of Series C and Series D warrants exercisable on a similar basis to the Series A and B Warrants, respectively. Maxim Group LLC acted as the sole placement agent
Represented Applied DNA Sciences, Inc. in its $12.0 million public offering of Units consisting of one share of common stock (or pre-funded warrants), one Series A Warrant to purchase common stock expiring on the fifth anniversary of stockholder approval and one Series B Warrant to purchase common stock expiring on the one year anniversary of stockholder approval, or pursuant to an alternative cashless exercise option, the right to receive three shares of common stock. Craig-Hallum acted as lead placement agent and Laidlaw & Company (UK) Ltd. acted as co-placement agent
Represented Inhibikase Therapeutics, Inc. in its $5.9 million At-the-Market (“ATM”) facility. H.C. Wainwright & Co. LLC acted as sales agent
Represented Applied DNA Sciences, Inc. in its $3.44 million registered direct offering of common stock (or prefunded warrants) with certain existing institutional investors, a concurrent private placement of unregistered warrants, and a repricing and extension of the expiration date of certain existing warrants. Maxim Group LLC acted as the exclusive placement agent for the offering
Represented Applied DNA Sciences, Inc. in its $6.4 million At-the-Market (“ATM”) facility. Maxim Group acted as sales agent
Represented Spine BioPharma, Inc. in its $15 million Convertible Note financing
Represented Inhibikase Therapeutics, Inc. in its $10 million registered direct offering of common stock and pre-funded warrants and concurrent private placements of warrants and pre-funded warrants to an institutional investor. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering
Represented Équilibre Biopharmaceuticals Corp. in its $6 million private placement of Series B Preferred Stock. Équilibre is a clinical stage biopharma company focused on neurological disorders, including epilepsy. Previously, represented Équilibre Biopharmaceuticals Corp. in a securities exchange offer with Graviton involving its largest shareholder
Represented Applied DNA Sciences, Inc. in its $12 million follow-on public offering of common stock, pre-funded warrants, Series A warrants and Series B warrants. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering
Represented Spine BioPharma, Inc. in a $13 million Series B Preferred Stock investment by Viscogliosi Bros., LLC, Cercano Management, Pacira Biosciences and others
Represented Applied DNA Sciences, Inc. in a $4.2 million registered direct offering of common stock and pre-funded warrants and a concurrent private placement of warrants to an institutional investor placed by Roth Capital Partners*
Represented PharmaCyte Biotech, Inc. in a $70 million registered direct offering of common stock and pre-funded warrants to institutional investors placed by HC Wainwright*
Represented PharmaCyte Biotech, Inc. in a $15 million public offering of common stock, pre-funded warrants, and uplisting to NASDAQ underwritten by HC Wainwright*
Represented BioXcel, LLC as selling stockholder in a $15 million exercise of underwriter’s overallotment option in connection with the $100 million follow-on public offering of BioXcel Therapeutics, Inc., a clinical-stage biopharmaceutical company, underwritten by BofA Securities*
Represented Inhibikase Therapeutics, Inc., in a $45 million follow-on public offering of common stock underwritten by ThinkEquity*
Represented PharmaCyte Biotech, Inc., in a $100 million S-3 Shelf Registration of Common Stock, Preferred Stock, Debt Securities, Warrants, Rights, and Units*
Represented Spine BioPharma, LLC, in a private placement of Convertible Notes and Series A Preferred Units*
Represented Interpace Biosciences, Inc. in a private placement of $7.5 million of Secured Notes to Ampersand Capital Partners and 1315 Capital*
Represented Applied DNA Sciences, Inc.in a $15 million registered direct offering to a group of institutional investors placed by Roth Capital Partners*
Represented Inhibikase Therapeutics, Inc. in its $18 million Initial Public Offering of Common Stock underwritten by ThinkEquity*

M&A and Other Transactions

Represented SteriCUBE Holdings, Inc. in its sale to Healthpoint Capital, a private equity firm focused exclusively on musculoskeletal healthcare. The SteriCUBE Multiple Tray Sterilization System is a patented, environmentally friendly technology for simultaneous sterilization of instrument-holding trays which are utilized to organize and protect the numerous instruments required in common orthopaedic and cardiac surgeries and which eliminate the need for “blue wraps” and resultant bio-hazardous waste. After processing, the SteriCUBE® system can be rolled directly to the operating room with “surgery-ready” instruments without delay or stored up to 30 days without contamination. The SteriCUBE system delivers increased patient safety, improved productivity, and substantial cost savings to healthcare facilities
Represented Companion Spine, a company specialized in the diagnosis and interventional and surgical treatment of spine conditions, in its term loan facility
Represented Applied DNA Sciences, Inc., a leader in PCR-based DNA technologies, in its acquisition of Spindle Biotech Inc., a private Canadian biotech company developing next-generation RNA manufacturing technologies
Represented Interpace Biosciences, Inc. in connection with the sale of its pharma services business, Interpace Pharma Solutions, Inc. to Flagship Biosciences, Inc.
Represented Companion Spine and Viscogliosi Brothers, LLC in connection with its purchase of spinal assets from a global medical device company*
Represented Interpace Biosciences, Inc. in connection with the acquisition of assets of the BioPharma Business of Cancer Genetics, Inc. for approximately $23.5 million pursuant to a UCC Article 9 foreclosure sale and the related investment by Ampersand Capital Partners, a leading private equity firm in the diagnostic/biopharma sector, of up to $27 million of Convertible Preferred Stock of Interpace*
Represented Viscogliosi Brothers, LLC and Centinel Spine, in connection with Centinel Spine’s acquisition of the Pro Disc spinal assets from DePuy Synthes Johnson & Johnson and the equity financing in connection therewith*
Represented Series D investors in a restructuring and refinancing of a neuromodulation pain therapy medical device company*
Represented a seller of assets of customer relations (CRM) solutions company for a leading technology consulting firm*
Represented a large European distributor of branded electronics and appliance products in its entry into US markets*
Represented an orthopedic device company in its $375 million sale to a global medical technology company in its regulatory and antitrust matters*