Private Placement Financing - Informa Research Services/media/...Private Placement Financing 2016...

PlacementTracker’s Monthly PIPE and Private Placement Commentary January 9th, 2017

Private Placement

Financing

2016 – A Wild Ride

2016 was a year full of ups, downs, and curveballs. In the begin-

ning months, markets had their worst start to a year in U.S. his-

tory, but found a floor midway through February rebounding big

time. The market ended the year up nearly 20% and up over

40% from the 2016 low. The PIPE market followed suit: a very

slow start fed into a busy end when looking at deal flow, as seen

in chart A.

Basically on par with the previous year, 2016 ended with 856

PIPEs and 2015 ended with 889 PIPEs. The distribution in

terms of sector and deal type give more insight into the fashion-

able and unfashionable areas. As we all remember, 2015 was a

flat year for the markets, ending the year down around 6% while

2016 started on a negative note but rebounded in a big way to

end the year up nearly 20%.

The change in the PIPE market can be seen on a deal-type

basis (Chart B): At the Market (ATM) financings and Convertible

financings dropped off and registered offerings (Register Directs

and CMPOs) went up. The analysis of this theme could be inter-

preted as follows: ATM financings allow the company to draw

down at market prices allowing for protection against further

market losses and the ability to gain off of a market rebound,

convertible financings allow the investor downside protection at

the conversion price, and the registered offerings are priced in

relationship to current market prices. What this may imply is

that as the markets are doing well, companies want to raise

(Continued on page 2)

Chart A

Chart B

money around the market price, and as the markets are hurting, companies and investors alike want a variable price system in

place.

The sector breakdown incorporates a bit more variety; as an increase in PIPEs for the Utility and Energy sectors in 2016 corre-

sponds with a rebound in both sectors and the decrease in the Financial and Technology sectors illustrate areas of struggle. While

the last month of 2016 held a late rally for Financials, most of the year it was a segment that struggled, down around 14% from

2015 in terms of deal flow. With this came a decrease in volume of PIPEs in the sector. For some sectors, the year-over-year com-

parison is moot, but with big swings comes reactions evident in the PIPE market.

In a volatile year characterized by the Brexit and political swings, the market and PIPE market alike witnessed a rebound and

closed the year out strong. Certain sectors held rally’s while others toddled along, deal type flow turned toward current market

prices, and the healthcare sector showed its dominance throughout the PIPE market once again. With everything that has hap-

pened, the marketplace for PIPEs has held par and stayed even keel over the past few years.

Sector Breakdown: Financials

In 2016, the Financial Sector accounted for 194 deals, raising approximately $14.6 billion in gross proceeds via the PIPE Market.

Juxtaposed with 2015, PIPE transactions were not nearly as favored as a source to raise capital. In 2015, $19.5 billion was raised

in the PIPE Market through the execution of 225 deals. This 25% year-over-year decrease can most likely be contributed to subtle

differences between the economic climates of each year.

(Continued from page 1)


Chart C

Chart D

2

In December 2015, the Federal Reserve raised the Federal Funds rate for the first time since 2006. Prior to this rate hike, the rate

at which banks borrow from the Federal Reserve was held at zero, as the economy slowly recovered from the 2008 financial crisis.

Though the rate only increased 25 basis points at the end of 2015, the beginning of contractionary monetary policy presented itself

as a lucrative forecast for institutions that profit from higher interest rates, such as those included in the financial sector. With the

cost of borrowing expected to increase in the long run, lenders are poised to profit through their increased margins as interest

rates gradually climb. Furthermore, the election of Donald Trump provided the sector a sizable spike at year end, as the president-

elect hints at deregulating the industry.

Based on Standard & Poor’s index, overall sector performance increased from -1.5% in 2015 to +22.8% in 2016. With this data, it

can be concluded that overall increased revenue generated by the financial sector, correlated with lower demand in the PIPE mar-

ket by financial companies.

Additionally, taking a closer look at the money raised via PIPEs by companies in this sector, there’s a significant difference be-

tween the amount of At-the-Market Transactions and Structured Equity Lines that occurred in each year. Throughout 2015, only 54

were either an ATM or an SEL, while in 2016, 74 of the 194 deals were ATM/SELs. This contrast in the two years provides some

supplementary explanation as to why 2016 PIPE gross proceeds were not as lucrative as they were in 2015. Inherent to the nature

of at-the-market transactions, the true amount of money raised is somewhat less accurately reflected for the year of 2016. As it is

at the Company’s discretion to initiate drawdowns over the term of the agreement, aggregate proceeds are not immediately real-

ized. Thus, the difference between money raised in both years may be smaller than currently reported. It’s evident that, with the

financial sector on the rise, Companies enjoyed the ability to secure financing through the sale of their shares at the prevailing

market price.

In 2015, the average gross proceeds raised per PIPE was approximately $67 million, while in 2016 the average fell to $53 million.

With an additional rate hike in 2016 and Donald Trump to take office in January, it can be expected that revenues within the Finan-

cial Sector will continue to climb well into 2017.


3

4

AT THE MOMENT By: Ken Jaques

ECONOMIC DATA:

The public and private sector added only 156k jobs in Decem-

ber. Not only were less jobs added than expected, the unem-

ployment rate was unchanged last month at 4.7%. However,

there were also two offsetting factors in the release. While the

number of jobs created last month came in below expectations,

the number for November was revised upward from 178k to

204k and the underemployment rate – which many consider a

truer gauge of the jobs picture – fell 0.1% to 9.2%.

US EQUITIES:

US equities traded slightly higher this morning, as investors re-

analyzed the key employment data. The DJIA rose about 40

points, with Goldman Sachs and Walt Disney contributing the

most gains. The S&P500 gained 0.15%, with information tech-

nology advancing 0.6%. The Nasdaq outperformed, trading

0.4% higher after hitting a new all-time high.

IN THE NEWS:

US intelligence chiefs allege that Russia poses major cyber

threat.

The US trade deficit expanded to $45.2bln in November.

Market experts see no end in sight to Europe's banking

troubles.

Ex-CIA Director James Woosley resigns from Trump transi-

tion team

President-elect Trump names ex-Senator Dan Coats as

director of National Intelligence

President-elect Trump to meet with intelligence officials

regarding Russia hacking

US TREASURIES:

Price action has settled into a soft, defensive range trade.

Screen volume is robust, but flow reports have been tame. The

complex remains under pressure with the belly underperforming

and 5/30yr around 108.8. The USH 5-minute remains negative

with overbought conditions still heavy. As we noted earlier, the

short base appears to have been reduced and real money are

probably waiting for next week's auction "liquidity events" so

new buyers are scarce. We would have set new hedges against

remaining long call positions in the USH 152.12-16 area. The

10yr yield backed up above 2.40% and the 30yr is trading at

3.00%, as the market reacted negatively to a rather tepid jobs

number.

COMMODITIES:

Oil prices fell, reversing earlier gains, on concerns that not all

OPEC producers will cut output in line with an agreement

reached in November. West Texas Intermediate (WTI) crude

futures were down $0.15 at $53.61 a barrel, off a session high of

$54.32.

CURRENCIES:

The US dollar rose 0.4% against six other currencies, a day

after falling sharply. The euro dropped 0.4% against the dollar to

$1.056 and the yen slid around 0.9% to 116.5.

HG CORPORATES:

Corporate spreads (+130bp) widened slightly and borrowers

rested after bombarding the market with $65.233bln in new

deals over the past three days, giving the market time to digest

the massive supply. The week tallied $65.233bln in overall issu-

ance making it the fourth busiest overall issuance week on rec-

ord and Ex-SSA issuance came in at $53.233bln, also the fourth

busiest ex-SSA issuance week all-time.

HY CORPORATES:

After pricing $18.4bln in December, making it the busiest issu-

ance December since 2013 when $20.5bln came to market,

high yield issuance is off to a slow start in the new year with only

$800m in new debt being raised. Corporate spreads widened

slightly to +404bp. KJ

Broad Market Commentary

Provided by

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5

Cannabinoid Company Hits PIPE Market for Funding

NEMUS Bioscience (NMUS), a biopharmaceutical company

focused on discovering, developing and commercializing new

chemical entities from a class of chemically diverse compounds

called cannabinoids, secured a round of funding in the PIPE

market on December 29th,2016. The company intends to use

the proceeds of the financing to fund the advancement of its

proprietary cannabinoid-based therapeutics and for general

corporate purposes. This financing comes one month after the

Nemus found a synthetic pathway to manufacture tetrahydro-

cannabinol-valine-hemisuccinate (THCVHS), as well as the

ability to scale-up production.

“Nemus is focused on developing synthetic, proprietary canna-

binoid molecules so that cannabinoids can be delivered in the

most optimized way based on the type of disease being treated

and the best type of cannabinoid to impact the health of the

patient.” Dr. Brian Murphy, CEO of NEMUS Bioscience.

While the THCVHS discovery is exciting for the company, they

also have several other opportunities in the works. NEMUS

Bioscience Inc. is developing novel and proprietary classes of

product candidates that are designed to improve therapeutic

options through enhanced chemical engineering that allow drug

candidates to have more predictable bioavailability and pharma-

cokinetics leading to optimized efficacy and safety.

A small time biopharmaceutical company with no revenue and

no drugs in the clinical trials stage is looking to do big things,

and this is the perfect reason the PIPE market to exist. With the

legalization of marijuana gaining prevelance, the uses for said

plant will be exploited for the benefit of everyone. NEMUS has

found a niche in an up and coming industry that is in need of

investors and funding to pursue their dreams. Luckily for them,

with the help of Roth Capital and the PIPE market, NEMUS was

able to hook up with Sabby Management, a big time PIPE in-

vestor, for up to $1.5 million.

"We moved forward with this Series D financing as part of a

larger financing strategy. The company expects to engage an

investment banking firm to effectuate a larger capital raise in the

first half of 2017. This Series D financing will help NEMUS meet

patent and licensing obligations, advance the methicillin-

resistant Staphylococcus aureus (MRSA) and chemotherapy-

induced nausea and vomiting (CINV) programs, and help initiate

the needed steps to industrial-scale-up manufacturing of our

analogue of CBD, which is an important step before develop-

mental partnering discussions," stated Brian Murphy, M.D.,

C.E.O. and Chief Medical Officer of NEMUS.

Opportunities are endless for this company but the sledding will

be tough, the FDA process is a long one and Nemus is at the

very beginning. With no revenue and no short term revenue

foreseeable, the company already has plans for a new financ-

ing. If they can withstand the multiple rounds of financing and

continue their development without too muc h dilution, early

investors and management alike could be in for big gains. After

a short term boost from the legalization of marijuana in more

states and the likelihood of federal legalization more realizable,

this company looks to be in the right place at the right time.

Selected Deals Breakout

6

Portola Pharmaceuticals Raises $50 million Through De-

bentures, FDA Approvals in Sight

On December 19, 2016, Portola Pharmaceuticals, Inc.

(NASDAQ GS: PTLA) announced it had secured $50 million

through the issuance of non-convertible unsecured debentures

to Bristol-Myers Squibb and Pfizer, Inc. The Company sought

the additional capital to fund the development of their FDA-

designated break-through therapy, AndexXa. Per current Com-

pany SEC filings, the loan agreement with the two investors has

yet to close.

Portola is a biotechnology company that specializes in the de-

velopment of products geared to treat hematologic disorders.

The Company asserts that their products provide life-saving

therapies.

Since deal announcement, the Company’s share price has

soared to an approximate 30% increase, from $18.20 per share

on December 19th to $24.69 per share on January 4th. Accord-

ing to Tao Fu, chief commercial and business officer of Portola,

the Company is “committed to working with the FDA to bring

AndexXa to market” with the resulting funds from this invest-

ment.

Though the Company states it required the loan for the develop-

ment of AndexXa, it was Betrixaban’s FDA fast track designa-

tion that appears to incited the Company’s share price spike.

The fast track designation will significantly shorten the time-line

for approval of the Company’s drug from 10 months to 6

months, a notion that investors eagerly favored, as evidenced in

the 1-month chart.

Looking at Portola’s 2016 performance, it’s clear that the Com-

pany had a less than favorable year. Portola’s share price expe-

rienced a steady downward trajectory throughout the duration of

2016. The recent year-end spike provides potential foreshadow-

ing on what could be an incredibly lucrative 2017 for Portola

Pharmaceuticals.

U.S. Energy Corporation Completes Registered Direct

On December 16, 2016, U.S. Energy Corporation (NASDAQ:

USEG) commenced a Registered Direct Offering with place-

ment agent, Roth Capital Partners. The offering consisted of the

sale of 1,000,000 shares of common stock at $1.50 per share (a

26% discount to market price of USEG at deal announcement),

for gross proceeds of $1.5 million. In connection with the Private

Placement, the Investors received an equal amount of 5-year

Warrants at an exercise price of $2.05 per share.

The Registered Direct closed on December 21st, at which point

the share price had already plummeted roughly 15% from $2.03

per share at deal announcement to $1.63 per share at deal

close. As of January 4, 2017, the share price continues to drop

as the Company’s common stock closes at $1.25 per share.


7

U.S. Energy Corporation is a natural resource exploration and

development company, headquartered in Denver, Colorado.

The Company primarily specializes in the development of oil

and gas assets.

U.S. Energy Corporation conducted a 1-for-6 reverse stock split

in June and posted a net loss of $15,000 for the nine months

ending September 2016. Looking forward, it’s possible the

Company could very well face liquidity issues in 2017. In addi-

tion to posting a third quarter loss, USEG failed to maintain its

credit agreement with Wells Fargo.

As outlined in USEG’s quarterly report, “The Company violated

the financial ratio covenants for the fiscal quarter ended Sep-

tember 30, 2016, which constitutes an event of default under

the credit agreement. Accordingly, Wells Fargo has the immedi-

ate right to demand acceleration of all outstanding borrowings

and has the ability to foreclose upon the existing collateral.”

Following the reverse stock split, shares of USEG appeared to

trade consistently above the $1 range. Come mid-December,

however, share price inexplicably jumped to $2.50, before slow-

ly returning to its previous range. Investor speculation attributes

this spike to a delayed response to OPEC’s agreement to cut oil

production, though it remains unclear as to what the true source

may be.

Neovasc Secures $7 million Equity Investment, Share Price

Soars

On December 02, 2016, Neovasc, Inc. (NASDAQ CM: NVCN),

Inc. enacted a purchase agreement with Boston Scientific Cor-

poration “the Investor” in which the Investor agreed to purchase

11,817,000 shares of the Company’s stock at a price of $0.60

per share. The deal was priced at an 18% premium of share

price at deal announcement and closed on December 13th.

Since deal announcement, share price of NVCN has increased

260.78% over the course of a month.

Neovasc is a medical device company that develops products

for cardiovascular diseases.

The Company experienced a tumultuous 2016, shadowed pri-

marily by lawsuits involving fraud and theft. As a result of these

cases, share price slid from trading around $4.00 per share in

the beginning of the year, to approximately $0.50 per share

from June through November.

According to various press releases throughout the year, the

Class Action Lawsuit concerned “whether Neovasc and certain

of its officers and/or directors have violated the Federal Securi-

ties Laws under the Securities Exchange Act of 1934”. Prior to

this, Neovasc was involved in a trial in May 2016, in which

CardiAQ, Neovasc’s rival company, alleged that Neovasc stole

trade secrets. Neovasc was found guilty and was required to

pay CadiAQ $70 million. Amid the litigation, Neovasc failed to

maintain listing on NASDQAQ as NVCN shares traded below

the $1.00 minimum requirement.


8

Things began to turn up for the Company in November 2016,

when the Class Action Lawsuit regarding fraud was dismissed.

Shortly thereafter, shares of Neovasc traded over $1.00 for 10

consecutive trading days, and the Company regained NASDAQ

listing. Based on recent stock performance, Investor confidence

in Neovasc appears to be restored for the time-being.

Wearable Healthcare Company Taps PIPE Market

NeuroMetrix Inc. (NURO) announced on December 28th,

2016 that it will raise $7 million by means of a convertible pre-

ferred stock deal in the PIPE market. The funds from this place-

ment will occur in two tranches. The first tranche of $4,000,000

funded on January 5th, 2017 and the second tranche will fund

upon shareholder

approval and

upon effective-

ness of a registra-

tion statement.

The company

intends to use the

proceeds from

the most recent

offering for the

commercialization

of Quell, the com-

pany's over-the-

counter wearable

device for relief of

chronic pain, in

the United States, and also for general working capital purpos-

es.

This capital raise comes 6 months after the company’s previous

PIPE for series D convertible preferred stock and another 6

months after series C. All PIPEs were similarly priced and even-

ly spaced out defining a trend for the company to issue the se-

curities every 6 months.

Quell is one of the company’s flagship products, offering 100%

drug free wearable pain relief technology. On December 7th,

2016 NeuroMetrix made a big announcement that the Compa-

ny’s Quell Wearable Pain Relief device would become available

on Amazon Launchpad.

“We are excited that Quell is now being sold

on Amazon.com through the Amazon Launchpad program,”

said Frank McGillin, Senior Vice President and Chief Commer-

cial Officer of NeuroMetrix. “This allows for additional education-

al content for consumers, and now that Quell is shipped and

sold by Amazon, customers can take advantage of the fast, free

shipping benefits of Amazon Prime.”

We are living in the future, but with all of these new technolo-

gies coming to market, the companies developing require siza-

ble funding. NeuroMetrix was able to successfully raise $4 mil-

lion in preferred shares with a conversion price having a 15%

discount at announcement. The financing also included war-

rants to purchase

10 million shares

leading to a dilu-

tion of nearly

300%, this was

offset slightly by a

dividend yield of

nil. While this

pricing shocked

the market to

begin the trading

day, sending

shares tumbling

17%, the share

price has staged

a small recovery,

up about 10% from the morning of announcement, as of the end

of 2016.

Employing the help of Rodman & Renshaw, a unit of H.C. Wain-

wright & Co., NeuroMetrix was able to raise some much needed

cash, with only 2 quarters of cash on hand at announcement,

the company established the next round of financing already in

the second tranche and a possible “third” tranche through the

exercise of warrants. Everything has a price though, and the

dilution incurred in the financing is something that has hurt the

shareholders. With share price down more than 50% over the

last year, the company is hoping its device and new platform for

sales can help quell the damage.


9

With US President-elect Donald Trump's inauguration less than three weeks away, mutual fund inves-

tors started 2017 much the same way they ended 2016, by either backing the reflation story promised

by - or projected onto - Trump's incoming administration or parking their cash in the relative safety

of Money Market Funds. The week ending January 4, 2017 saw EPFR Global-tracked Money Market

Funds absorb another $31.7 billion, US Financial Sector Funds extended their longest inflow streak in more than a decade, Bank

Loan Funds take in over $1 billion for the fifth week running, and US Equity Funds attract fresh money for the seventh time in the

nine weeks since Trump's election victory.

Preliminary data for 4Q16 and the full year, based on combined weekly and daily numbers, show Money Market and US Equity

Funds recording their biggest quarterly inflows since 4Q15 and 4Q14 respectively. When filtered by major currency groups, a com-

parison between the third and fourth quarters (see chart below) show flows in all regions shifted in favor of Money Market

Funds during the final three months of 2016 as investors sought clarity on Trump's economic agenda, European politics, and the US

Federal Reserve's current tightening cycle.

The prospect of faster, debt-fueled growth in the US prompting the Fed to accelerate the pace of interest rate hikes affected most

fund groups in 4Q16. Those dedicated to emerging markets assets, dividend paying stocks, gold, real estate, municipal debt and

multi-asset strategies all recorded significant outflows, although the latest weekly numbers show investors revisiting some of those

assumptions. Emerging Markets Bond Funds posted their biggest inflow since the first week of October, Real Estate Sector

Funds snapped an eight-week run of outflows and Total Return Funds attracted fresh money for the first time in four weeks.

Equity investors remain leery of Developed Europe and Emerging Asia. The former, which faces a fraught political calendar after a

year in which the UK voted to leave the European Union and Italian voters cashed in reformist Prime Minister Matteo Renzi's prom-

ise to resign if a key referendum went against him, is seeing some signs of economic recovery. This, however, did not stop record

sums from flowing out of Europe Equity Funds in 2016. In the case of Emerging Asia, uncertainty about the real state of China's


Special Analysis—Fund Flows

10

economy has been compounded by fears of a more confrontational relationship with the US.

Retail flows were modest to non-existent for most fund groups, both in 4Q16 and for the year as a whole, with Municipal

Bond and Real Estate Sector Funds attracting the biggest amounts of new retail money.


Special Analysis—Fund Flows

11

Basic Materials

International Tower Hill Mines Limited

On December 15, 2016, International Tower Hill Mines Limited (NYSE MKT (AMEX):THM) announced that it has raised $22,000,000 in a Common Stock transaction. The common stock was sold at $0.48 per share, an approximate 0% premium to the market price ($0.48) of THM at deal announcement. The investors were Paulson & Company, Tocqueville Asset Man-agement and AngloGold Ashanti Exploration.

Energy Fuels, Inc.

On December 23, 2016, Energy Fuels, Inc. (NYSE MKT (AMEX):UUUU) announced that it has secured up to $20,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. Cantor Fitzgerald & Company acted as the exclusive agent on the transaction. Placement Agent counsel was Cooley LLP and Stikeman Elliott LLP and issuer counsel was Borden, Ladner, Gervais, LLP and Dorsey & Whitney, LLP.

BioAmber Inc.

On December 22, 2016, BioAmber Inc. (NYSE:BIOA) an-nounced that it has raised $8,896,796 in a Registered Direct transaction. The common stock was sold at $4.00 per share, an approximate 5% discount to the market price ($4.23) of BIOA at deal announcement. Rodman & Renshaw, a unit of H.C. Wain-wright & Co. acted as sole book- runner and AltaCorp Capital Inc. acted as financial advisor on the transaction. Under-writer counsel was Ellenoff Grossman & Schole LLP and issuer counsel was Goodwin Procter, LLP. The transaction is expected to close on December 29, 2016.

BioAmber Inc.

On December 22, 2016, BioAmber Inc. (NYSE:BIOA) an-nounced that it has raised $6,995,000 in a Underwritten Regis-tered Direct transaction. The common stock was sold at $4.00 per share, an approximate 5% discount to the market price ($4.23) of BIOA at deal announcement. Rodman & Renshaw, a unit of H.C. Wainwright & Co. acted as sole book- runner and AltaCorp Capital Inc. acted as financial advisor on the transaction. Underwriter counsel was Ellenoff Grossman & Schole LLP and issuer counsel was Goodwin Procter, LLP. The transaction is expected to close on December 29, 2016.

Golden Minerals Company

On December 20, 2016, Golden Minerals Company (NYSE MKT (AMEX):AUMN) announced that it has secured up to $5,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. Rodman & Renshaw, a Unit of H.C. Wain-wright & Co., LLC acted as the exclusive agent on the transaction. Placement Agent counsel was Ellenoff Grossman & Schole LLP and issuer counsel was Davis Graham & Stubbs, LLP.

Communications

ParkerVision, Inc.

On December 30, 2016, ParkerVision, Inc. (NASDAQ CM:PRKR) announced that it has secured up to $10,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. FBR Capital Markets acted as the exclusive agent on the transaction. Placement Agent counsel was Duane Morris, LLP and issuer counsel was Graubard Miller.

Finisar Corporation

On December 15, 2016, Finisar Corporation (NASDAQ GS:FNSR) announced that it has raised $575,000,000 in a Convertible Senior Notes transaction pursuant to Rule 144-A. The fixed conversion price of the Convertible Senior Notes is $44.17 per share, an approximate 34.83% premium to the mar-ket price ($32.76) of FNSR at deal announcement. Bank of America Merrill Lynch and Goldman, Sachs & Co. acted as initial purchasers on the transaction. The transaction closed on December 21, 2016.

Interpace Diagnostics Group, Inc.

On December 19, 2016, Interpace Diagnostics Group, Inc. (NASDAQ GM:IDXG) announced that it has raised $1,908,000 in a Registered Direct transaction. The common stock was sold at $0.53 per share, an approximate 47% dis-count to the market price ($1.01) of IDXG at deal announce-ment. Maxim Group LLC acted as the exclusive agent on the transaction. Placement Agent counsel was Ellenoff Grossman & Schole LLP and issuer counsel was Pepper Hamilton, LLP. The transaction is expected to close on December 22, 2016.

Consumer - Non-Cyclical (Healthcare)

CymaBay Therapeutics, Inc.

On December 30, 2016, CymaBay Therapeutics, Inc. (NASDAQ CM:CBAY) announced that it has secured up to $15,744,532 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. Cantor Fitzgerald & Company acted as the exclusive agent on the transaction. Placement Agent counsel was Reed Smith, LLP and issuer counsel was Cooley LLP.

Novavax, Inc.

On December 30, 2016, Novavax, Inc. (NASDAQ GS:NVAX) announced that it has secured up to $75,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. FBR Capital Markets acted as exclusive agent on the transaction. Place-ment Agent counsel was Duane Morris, LLP and issuer counsel was Ropes & Gray LLP.

Nemus Bioscience, Inc.

Deal Summaries 12/15/2016 to 12/31/2016

12

On December 29, 2016, Nemus Bioscience, Inc. (OTC:NMUS) announced that it has raised $1,500,000 in a Convertible Pre-ferred Stock transaction. The fixed conversion price of the Con-vertible Preferred Stock is $0.25 per share, an approximate 32.43% discount to the market price ($0.37) of NMUS at deal announcement. Roth Capital Partners acted as the exclusive agent on the transaction. The investors include Sabby Manage-ment. Investor counsel was Ellenoff Grossman & Schole LLP. This Financing is expected to close in part on Decem-ber 30, 2016, and in part on or before January 6, 2017, subject to customary closing conditions.

Strongbridge Biopharma PLC

On December 23, 2016, Strongbridge Biopharma PLC (NASDAQ GS:SBBP) announced that it has raised $35,000,000 in a Common Stock transaction. The common stock was sold at $2.50 per share, an approximate 31% dis-count to the market price ($3.60) of SBBP at deal announce-ment. A series of 7,000,000 60-Month Warrants (50% Cover-age) with an exercise price of $2.50 per share (30.56% dis-count) was issued to the investors in this transaction. Stifel Ni-colaus Weisel acted as lead agent and Arctic Securities, H.C. Wainwright, and JMP Securities acted as co-agents on the transaction. The investors include Broadfin Capital. Issuer counsel was Reed Smith, LLP. The transaction closed on 12/29/2016.

NeuroMetrix Inc.

On December 28, 2016, NeuroMetrix Inc. (NASDAQ CM:NURO) announced that it has raised $7,000,000 in a Convertible Preferred Stock transaction. The fixed conversion price of the Convertible Preferred Stock is $0.70 per share, an approximate 14.63% discount to the market price ($0.82) of NURO at deal announcement. A series of 10,000,000 66-Month Warrants (175% Coverage) with an exercise price of $0.70 per share (14.63% discount) was issued to the investors in this transaction. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC acted as the exclusive agent on the transaction. The first tranche of $4,000,000 is expected to close on Decem-ber 30, 2016, the second tranche of $3,000,000 will fund upon Shareholder Approval.

RedHill Biopharma Limited

On December 20, 2016, RedHill Biopharma Limited (NASDAQ CM:RDHL) announced that it has raised $23,062,500 in a CMPO/Overnight transaction. The common stock was sold at $10.25 per share, an approximate 5% discount to the market price ($10.80) of RDHL at deal announcement. A series of 1,125,000 36-Month Warrants (50% Coverage) with an exercise price of $13.33 per share (23.43% premium) was issued to the investors in this transaction. Roth Capital Partners acted as sole book runner and Echelon Wealth Partners Inc. acted as Canadi-an manager for the offering. Underwriter counsels were Coving-ton & Burling and Gornitzky & Co., issuer counsels were Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. and Haynes and Boone, LLP. The transaction is expected to close on December 27, 2016.

RedHill Biopharma Limited

On December 20, 2016, RedHill Biopharma Limited (NASDAQ CM:RDHL) announced that it has raised $15,000,004 in a Registered Direct transaction. The common stock was sold at $10.25 per share, an approximate 5% discount to the market price ($10.80) of RDHL at deal announcement. A series of 731,708 36-Month Warrants (50% Coverage) with an exercise price of $13.33 per share (23.43% premium) was issued to the investors in this transaction. Roth Capital Partners acted as the exclusive agent on the transaction. Placement Agent counsels were Covington & Burling and Gornitzky & Co. and issuer coun-sels were Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. and Haynes and Boone, LLP. The transaction is ex-pected to close on December 27, 2016.

Rasna Therapeutics, Inc.

On December 27, 2016, Rasna Therapeutics, Inc. (OTC:RASP) announced that it has raised $2,020,000 in a Common Stock transaction. The common stock was sold at $0.60 per share. Issuer counsel was Sheppard, Mullin, Richter & Hampton, LLP. The transaction closed on December 27, 2016.

Cytori Therapeutics, Inc.

On December 29, 2016, Cytori Therapeutics, Inc. (NASDAQ CM:CYTX) announced that it has secured up to $20,000,000 in a Structured Equity Line transaction. The purchase price of the stock to be sold in this transaction, pursuant to Regular Pur-chases, is the lesser of (i) the lowest Sale Price on the applica-ble Purchase Date and (ii) the arithmetic average of the 3 low-est Closing Sale Prices for the Common Stock during the 10 consecutive Business Days ending on the Business Day imme-diately preceding such Purchase Date.

Pursuant to VWAP Purchases, the Purchase Price is the lesser of (i) 97% of the VWAP until such time at which the volume of shares of common stock traded has exceeded the Accelerated Purchase Share Volume Maximum and (ii) the Closing Sale Price on the Accelerated Purchase Date.

Pursuant to Additional Purchases, the Purchase Price is the lesser of (i) $2.00 per share and (ii) 97% of the Regular Pur-chase Price. Warrants were not disclosed. The investor was Lincoln Park Capital Fund. Issuer counsel was Latham & Watkins, LLP and investor counsel was Greenberg Traurig, LLP.

Oncobiologics, Inc.

On December 23, 2016, Oncobiologics, Inc. (NASDAQ GM:ONS) announced that it has raised $6,500,000 in a Non -Convertible Senior Promissory Notes transaction. The securities accrue interest at a rate of 5%. A series of 1,920,500 60-Month Warrants with an exercise price of $3.00 per share (19.5% pre-mium) was issued to the investors in this transaction. The inves-tors include Sabby Management. Issuer counsel was Cooley LLP and investor counsel was Ellenoff Grossman & Schole LLP. The transaction closed on December 22, 2016. Further tranches may fund shortly.

Galectin Therapeutics Inc.


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On December 29, 2016, Galectin Therapeutics Inc. (NASDAQ CM:GALT) announced that it has raised $3,000,000 in a Common Stock transaction. The common stock was sold at $1.07 per share, an approximate 2% premium to the market price ($1.05) of GALT at deal announcement. A series of 2,110,672 90-Month Warrants (75% Coverage) with an exercise price of $5.00 per share (376.19% premium) was issued to the investors in this transaction.

Sucampo Pharmaceuticals, Inc.

On December 19, 2016, Sucampo Pharmaceuticals, Inc. (NASDAQ GM:SCMP) announced that it has raised $300,000,000 in a Convertible Senior Unsecured Notes transac-tion. The fixed conversion price of the Convertible Senior Unse-cured Notes is $16.59 per share, an approximate 0.96% dis-count to the market price ($16.75) of SCMP at deal announce-ment. Leerink Swann, LLC acted as the exclusive agent on the transaction. The transaction closed on December 21, 2016.

Milestone Scientific Inc.

On December 15, 2016, Milestone Scientific Inc. (NYSE MKT (AMEX):MLSS) announced that it has raised $3,000,000 in a CMPO/Overnight transaction. The common stock was sold at $1.50 per share, an approximate 9% discount to the market price ($1.65) of MLSS at deal announcement. A series of 1,500,000 36-Month Warrants (75% Coverage) with an exercise price of $2.55 per share (54.55% premium) was issued to the investors in this transaction. Maxim Group LLC acted as sole book-running manager for the offering. Underwriter counsel was Harter, Secrest & Emery, LLP and issuer counsel was Morse Zelnick Rose & Lander. The transaction closed on December 21, 2016.

Vericel Corporation

On December 15, 2016, Vericel Corporation (NASDAQ CM:VCEL) announced that it has raised $19,607,500 in a CMPO/Overnight transaction. The common stock was sold at $2.75 per share, an approximate 21% discount to the market price ($3.50) of ASTM at deal announcement. Piper Jaffray & Co. acted as sole book-runner for the offering. Underwriter counsel was Dechert, LLP and issuer counsel was Dykema Gosset, PLLC and Goodwin Procter, LLP. The transaction closed on December 21, 2016.

Oxford Immunotec Global PLC

On December 21, 2016, Oxford Immunotec Global PLC (NASDAQ GM:OXFD) announced that it has secured up to $40,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. Cowen and Company, LLC acted as the exclusive agent on the transaction. Placement Agent counsel was Davis Polk & Wardwell LLP and issuer counsel was Cov-ington & Burling.

Celsion Corporation

On December 20, 2016, Celsion Corporation (NASDAQ

CM:CLSN) announced that it has raised $1,800,000 in a Registered Direct transaction. The common stock was sold at $0.35 per share, an approximate 3% premium to the market price ($0.34) of CLSN at deal announcement. A series of 5,200,000 66-Month Warrants (100% Coverage) with an exer-cise price of $0.46 per share (35.29% premium) was issued to the investors in this transaction. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC acted as the exclusive agent on the transaction. The transaction is expected to close on Decem-ber 23, 2016.

Northwest Biotherapeutics, Inc.

On December 20, 2016, Northwest Biotherapeutics, Inc. (NASDAQ CM:NWBO) announced that it has raised $10,001,250 in a Registered Direct transaction. The common stock was sold at $0.35 per share, an approximate 39% dis-count to the market price ($0.57) of NWBO at deal announce-ment. A series of 14,287,500 60-Month Warrants (50% Cover-age) with an exercise price of $0.35 per share (38.60% dis-count) was issued to the investors in this transaction. Chardan Capital Markets acted as the exclusive agent on the trans-action. Placement Agent counsel was Pryor Cashman and issu-er counsel was Kane Kessler, PC. The transaction is expected to close on December 23, 2016.

Portola Pharmaceuticals, Inc.

On December 19, 2016, Portola Pharmaceuticals, Inc. (NASDAQ GS:PTLA) announced that it has raised $50,000,000 in a Non-Convertible Transaction. The investors were Bristol-Myers Squibb (NYSE: BMY) and Pfizer, Inc. (NYSE: PFE).

Imprimis Pharmaceuticals, Inc.

On December 19, 2016, Imprimis Pharmaceuticals, Inc. (NASDAQ CM:IMMY) announced that it has raised $9,766,500 in a Units (Common Stock + Warrants) transaction. The common stock was sold at $1.92 per share, an approxi-mate 11% premium to the market price ($1.72) of IMMY at deal announcement. A series of 5,100,000 36-Month Warrants (100% Coverage) with an exercise price of $1.79 per share (4.1% premium) was issued to the investors in this transaction. National Securities Corporation acted as the exclusive agent on the transaction. The Investors include officers of the Company and members of the board of directors. The transac-tion is anticipated to close on or about December 23, 2016, subject to customary closing conditions.

Kindred Biosciences, Inc.

On December 19, 2016, Kindred Biosciences, Inc. (NASDAQ CM:KIN) announced that it has secured up to $30,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. FBR Capital Markets acted as the exclusive agent on the transaction. Placement Agent counsel was Duane Morris, LLP and issuer counsel was TroyGould PC.

Lombard Medical, Inc.


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On December 19, 2016, Lombard Medical, Inc. (NASDAQ GM:EVAR) announced that it has raised $10,000,000 in a Convertible Unsecured Promissory Notes transaction. The fixed conversion price of the Convertible Unsecured Promissory Notes is $0.90 per share, an approximate 13.92% premium to the market price ($0.79) of EVAR at deal announcement. The investor was MicroPort NeuroTech CHINA Corp. LIMITED. Issu-er counsel was Conyers Dill & Pearman and Jones Day, inves-tor counsel was Morrison & Foerster, LLP. .

Lombard Medical, Inc.

On December 19, 2016, Lombard Medical, Inc. (NASDAQ GM:EVAR) announced that it has raised $5,000,000 in a Common Stock transaction. The common stock was sold at $0.62 per share, an approximate 22% discount to the market price ($0.79) of EVAR at deal announcement. The investor was MicroPort Scientific Corporation (HK: 0853). Issuer counsel was Conyers Dill & Pearman and Jones Day, investor counsel was Morrison & Foerster, LLP.

TransEnterix, Inc.

On December 20, 2016, TransEnterix, Inc. (NYSE:TRXC) an-nounced that it has secured up to $25,000,000 in a Structured Equity Line transaction. The purchase price of the stock to be sold in this transaction pursuant to Regular Purchases, is the lesser of (i) the lowest Sale Price of the Common Stock on the applicable Purchase Date and (ii) the arithmetic average of the 3 lowest Closing Sale Prices for the Common Stock during the 10 consecutive Business Days ending on the Business Day immediately preceding such Purchase Date.

Pursuant to VWAP Purchases, the Purchase Price is the lesser of 97% of the VWAP until such time at which the volume of shares of common stock traded has exceeded the Accelerated Purchase Share Volume Maximum and (ii) the Closing Sale Price on the Accelerated Purchase Date. The investor was Lin-coln Park Capital Fund. Issuer counsel was Ballard Spahr LLP and investor counsel was Greenberg Traurig, LLP.

Affimed N.V.

On December 15, 2016, Affimed N.V. (NASDAQ GM:AFMD) announced that it has secured up to $50,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. Cowen and Company, LLC acted as the exclusive agent on the transac-tion. Placement Agent counsel was Covington & Burling issuer counsel was Davis Polk & Wardwell LLP.

NantHealth, Inc.

On December 15, 2016, NantHealth, Inc. (NASDAQ GS:NH) announced that it has raised $100,000,000 in a Convertible Senior Notes transaction pursuant to Rule 144-A and Regula-tion S. The fixed conversion price of the Convertible Senior Notes is $12.14 per share, an approximate 4.57% premium to the market price ($11.61) of NH at deal announcement. War-rants were not disclosed.

Consumer - Non-Cyclical (Non-Healthcare)

NABUfit Global, Inc.

On December 23, 2016, NABUfit Global, Inc. (OTC:NBFT) an-nounced that it has raised $1,426,362 in a Common Stock transaction. The common stock was sold at $0.50 per share, an approximate 2% discount to the market price ($0.51) of NBFT at deal announcement. Issuer counsel was Carman Lehnhof Is-raelsen LLP. The transaction closed on December 22, 2016.

Senomyx, Inc.

On December 22, 2016, Senomyx, Inc. (NASDAQ CM:SNMX) announced that it has secured up to $14,000,000 in a Struc-tured Equity Line transaction. The purchase price of the stock to be sold in this transaction pursuant to Regular Purchases is the lesser of (i) the lowest Sale Price of the Common Stock on the applicable Purchase Date and (ii) the arithmetic average of the 3 lowest Closing Sale Prices for the Common Stock during the 10 consecutive Business Days ending on the Business Day immediately preceding such Purchase Date.

Pursuant to VWAP Purchases, the Purchase Price is the lesser of (i) 97% of the VWAP until such time at which the volume of shares of common stock traded has exceeded the Accelerated Purchase Share Volume Maximum and (ii) the Closing Sale Price on the Accelerated Purchase Date. The investor was Lin-coln Park Capital Fund. Issuer counsel was Cooley LLP and investor counsel was Greenberg Traurig, LLP.

Avalon GloboCare Corporation

On December 21, 2016, Avalon GloboCare Corporation (OTC:AVCO) announced that it has raised $3,635,000 in a Common Stock transaction. The common stock was sold at $0.50 per share, an approximate 80% discount to the market price ($2.50) of AVCO at deal announcement. The transaction closed on December 19, 2016.

Energy

Plains GP Holdings, L.P.

On December 28, 2016, Plains GP Holdings, L.P. (NYSE:PAGP) announced that it has secured up to $500,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. Bank of America Merrill Lynch, Barclays Capital, BB&T Capital Markets, BMO Capital Markets, BNP Paribas Securities Corporation, Citigroup Global Markets, ,Deutsche Bank Securities, DnB NOR Markets, Fifth Third Bank, J.P. Morgan Chase, Jefferies & Company, Mitsubishi UFJ Securities, Mizuho Securities, Morgan Stan-ley,Raymond James & Associates, Scotia Howard Weil, SMBC Nikko Securities America, SunTrust Robinson Humphrey, UBS Limited, and Wells Fargo Securities acted as agents on the transaction. Placement Agent counsel was Baker Botts, LLP and issuer counsel was Vinson & Elkins, LLP. The agreement was reached on December 27, 2016.


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Goodrich Petroleum Corporation

On December 20, 2016, Goodrich Petroleum Corporation (OTC:GDPP) announced that it has raised $24,999,997 in a Common Stock transaction. The common stock was sold at $11.00 per share, an approximate 4% discount to the market price ($11.40) of GDPP at deal announcement. Johnson Rice & Company acted as the exclusive agent on the transaction.

ION Geophysical Corporation

On December 22, 2016, ION Geophysical Corporation (NYSE:IO) announced that it has secured up to $20,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. Evercore Group acted as the exclusive agent on the trans-action. Placement Agent counsel was Shearman & Sterling LLP and issuer counsel was Locke Lord LLP.

U.S. Energy Corporation

On December 16, 2016, U.S. Energy Corporation (NASDAQ CM:USEG) announced that it has raised $1,500,000 in a Registered Direct transaction. The common stock was sold at $1.50 per share, an approximate 26% discount to the market price ($2.03) of USEG at deal announcement. A series of 1,000,000 60-Month Warrants (100% Coverage) with an exer-cise price of $2.05 per share (1% premium) was issued to the investors in this transaction. Roth Capital Partners, LLC acted as the exclusive agent on the transaction. Placement agent counsel was Ellenoff Grossman & Schole LLP and issuer coun-sel was Kutak Rock, LLP. The offering is expected to close on or about December 21, 2016, subject to satisfaction of custom-ary closing conditions.

Plug Power Inc.

On December 19, 2016, Plug Power Inc. (NASDAQ CM:PLUG) announced that it has raised $13,000,000 in a Registered Direct transaction. The common stock was sold at $1.25 per share, an approximate 4% discount to the market price ($1.30) of PLUG at deal announcement. A series of 3,120,000 66-Month War-rants (30% Coverage) with an exercise price of $1.50 per share (15.38% premium) was issued to the investors in this transac-tion. Oppenheimer & Co. Inc. acted as the sole underwriter for the offering. Underwriter counsel was Milbank, Tweed, Hadley & McCloy, LLP and issuer counsel was Goodwin Procter, LLP. The transaction is expected to close on December 22, 2016.

Plug Power Inc.

On December 19, 2016, Plug Power Inc. (NASDAQ CM:PLUG) announced that it has raised $17,020,000 in a Registered Direct Convertible Preferred Stock transaction. The fixed conversion price of the Convertible Preferred Stock is $1.55 per share, an approximate 19.23% premium to the market price ($1.30) of PLUG at deal announcement. A series of 7,381,500 66-Month Warrants (67% Coverage) with an exercise price of $1.50 per share (15.38%premium) was issued to the investors in this transaction. Oppenheimer & Co. Inc. acted as sole underwriter

for the offering. Underwriter counsel was Milbank, Tweed, Had-ley & McCloy LLP and issuer counsel was Goodwin Procter, LLP. The transaction is expected to close on De-cember 22, 2016.

Torchlight Energy Resources, Inc.

On December 19, 2016, Torchlight Energy Resources, Inc. (NASDAQ CM:TRCH) announced that it has raised $3,000,000 in a Common Stock transaction. The common stock was sold at $0.80 per share, an approximate to the market price ($1.10) of TRCH at deal announcement. The transaction closed on December 13, 2016.

Financial

Highlands Bancorp Inc.

On December 23, 2016, Highlands Bancorp Inc. (OTC:HSBK) announced that it has raised $8,499,995 in a Common Stock transaction. The common stock was sold at $9.30 per share, an approximate 4% discount to the market price ($9.73) of HSBK at deal announcement. FIG Partners acted as the exclusive agent on the transaction. Placement Agent counsel was Cranmore, FitzGerald & Meaney and issuer counsel was Windels Marx Lane & Mittendorf, LLP. The transaction closed on December 23, 2016.

Sussex Bancorp

On December 22, 2016, Sussex Bancorp (NASDAQ GM:SBBX) announced that it has raised $15,000,000 in a Non-Convertible Subordinated Notes transaction. The securities accrue interest at a rate of 5.75%. Issuer counsel was Hogan Lovells. Further details have yet to be disclosed.

Sunstone Hotel Investors, Inc.

On December 20, 2016, Sunstone Hotel Investors, Inc. (NYSE:SHO) announced that it has raised $120,000,000 in a Non-Convertible Senior Secured Notes transaction. The securi-ties accrue interest at a rate of 4.69%. The transaction is ex-pected to close on January 10, 2017.

Sunstone Hotel Investors, Inc.

On December 20, 2016, Sunstone Hotel Investors, Inc. (NYSE:SHO) announced that it has raised $120,000,000 in a Non-Convertible Senior Secured Notes transaction. The securi-ties accrue interest at a rate of 4.79%. The transaction is ex-pected to close on January 10, 2017.

Equity Bancshares, Inc.

On December 20, 2016, Equity Bancshares, Inc. (NASDAQ GS:EQBK) announced that it has raised $25,000,000 in a Common Stock transaction. The common stock was sold at $32.50 per share, an approximate 7% discount to the market price ($35.00) of EQBK at deal announcement. Keefe, Bruyette


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& Woods, Inc. acted as the exclusive agent on the transac-tion. Issuer counsel was Norton Rose Fulbright. The transaction closed on December 20, 2016.

Equity Bancshares, Inc.

On December 20, 2016, Equity Bancshares, Inc. (NASDAQ GS:EQBK) announced a $10,400,000 in a secondary Com-mon Stock transaction. The common stock was sold at $32.50 per share, an approximate 7% discount to the market price ($35.00) of EQBK at deal announcement. Keefe, Bruyette & Woods, Inc. acted as the exclusive agent on the transac-tion. Issuer counsel was Norton Rose Fulbright.

City Holding Company

On December 19, 2016, City Holding Company (NASDAQ GS:CHCO) announced that it has secured up to $55,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. Keefe, Bruyette & Woods, Inc. acted as the exclusive agent on the transaction. Placement Agent counsel was Covington & Burling and issuer counsel was Dinsmore & Shohl, LLP.

Care Capital Properties, Inc.

On December 19, 2016, Care Capital Properties, Inc. (NYSE:CCP) announced that it has secured up to $250,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. Barclays Capital, Citigroup Global Markets, Credit Agricole CIB, J.P. Morgan Chase, Jefferies & Compa-ny, Mitsubishi UFJ Securities, Morgan Stanley, RBC Capital Markets, Stifel Nicolaus Weisel, and UBS Limited acted as agents on the transaction. Placement Agent counsel was Clifford Chance US, LLP and issuer counsel was Sidley Austin LLP.

Terreno Realty Corporation

On December 16, 2016, Terreno Realty Corporation (NYSE:TRNO) announced that it has secured up to $150,000,000 in an ATM (At the Market) transaction. The pur-chase price is the prevailing market price at the time of the Draw Down Notice. KeyBanc Capital Markets, Robert W. Baird & Co., BTIG, LLC, Goldman, Sachs & Co., Jefferies & Com-pany, Mitsubishi UFJ Securities (USA), and Stifel Nicolaus Weisel acted as agents on the transaction. Placement Agent counsel was Sullivan & Cromwell and issuer counsel was Goodwin Procter, LLP.

Industrial

DryShips, Inc.

On December 27, 2016, DryShips, Inc. (NASDAQ CM:DRYS) announced that it has secured up to $200,000,000 in a Struc-tured Equity Line transaction. The purchase price of the stock to be sold in this transaction is the product of 0.94 and the lowest daily VWAP that equals or exceeds the applicable Floor Price

during the applicable Pricing Period. (i) If an ex-dividend date is established by the Trading Market in respect of the Common Stock which occurs on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) if the VWAP does not equal or exceed the appli-cable Floor Price for at least one Trading Day during the appli-cable Pricing Period, then the Investor shall not be obligated to purchase any Shares in respect of the applicable Fixed Re-quest.

If the VWAP on any Trading Day in a Pricing Period is lower than the applicable Floor Price, then for each such Trading Day the Fixed Amount Requested shall be reduced, on a dollar-for-dollar basis, by an amount equal to the product of (x) the Multi-plier and (y) the total Fixed Amount Requested, and no Shares shall be purchased or sold with respect to such Trading Day, except as provided below.

For each Trading Day during a Pricing Period on which the VWAP is lower than the Floor Price, the Investor may in its sole discretion elect to purchase such U.S. dollar amount of Shares equal to the amount by which the Fixed Amount Requested has been reduced to the Floor Price multiplied by 0.94. The investor was Kalani Investments Limited. Issuer counsel was Seward & Kissel LLP, and investor counsel was Greenberg Traurig, LLP.

MicroVision, Inc.

On December 21, 2016, MicroVision, Inc. (NASDAQ GM:MVIS) announced that it has raised $2,140,000 in a Registered Direct transaction. The common stock was sold at $1.07 per share, an approximate 6% discount to the market price ($1.14) of MVIS at deal announcement. Issuer counsel was Ropes & Gray. The transaction closed on December 21, 2016.

Euroseas Limited

On December 20, 2016, Euroseas Limited (NASDAQ CM:ESEA) announced that it has secured up to $6,750,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. Warrants were not disclosed. Maxim Group LLC acted as the exclusive agent on the transaction. Placement Agent counsel was Ellenoff Grossman & Schole LLP and issuer counsel was Seward & Kissel LLP.

Columbus McKinnon Corporation

On December 19, 2016, Columbus McKinnon Corporation (NASDAQ GS:CMCO) announced that it has raised $50,000,000 in a Common Stock transaction. The common stock was sold at $22.00 per share, an approximate 15% dis-count to the market price ($25.90) of CMCO at deal announce-ment. J.P. Morgan Chase & Co. acted as the exclusive agent on the transaction. Issuer counsel was DLA Piper. The Company expects the offering to close substantially concurrently with the closing of the STAHL acquisition and subject to satisfaction of customary closing conditions, including completion of the STAHL acquisition.


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Terra Tech Corporation

On December 20, 2016, Terra Tech Corporation (OTC:TRTC) announced that it has raised $5,000,000 in a Convertible Prom-issory Note transaction. The fixed conversion price of the Con-vertible Promissory Note is $0.27 per share, an approximate 3.85% premium to the market price ($0.26) of TRTC at deal announcement. The variable conversion price of the Convertible Promissory Note is 85% of the lowest daily volume weighted average price of the Common Stock in the 15 trading days prior to the conversion date. Issuer counsel was Baker & Hostetler.

Euroseas Limited

On December 15, 2016, Euroseas Limited (NASDAQ CM:ESEA) announced that it has raised $1,000,000 in a Common Stock transaction. The common stock was sold at $1.39 per share, an approximate 0% premium to the market price ($1.39) of ESEA at deal announcement. The investor was Friends Investment Company.

Technology

Determine, Inc.

On December 30, 2016, Determine, Inc. (NASDAQ CM:DTRM) announced that it has raised $2,000,000 in a Convertible Prom-issory Notes transaction. The fixed conversion price of the Con-vertible Promissory Notes is $3.00 per share, an approximate 53.85% premium to the market price ($1.95) of DTRM at deal announcement. The investors were Milfam, L.P. and Alliance Semiconductor. Issuer counsel was DLA Piper and investor counsel was O'Melveny & Myers, LLP. The transaction closed on December 27, 2016.

Duos Technologies Group

On December 23, 2016, Duos Technologies Group (OTC:DUOT) announced that it has raised $2,350,000 in a Non-Convertible Debentures transaction. A series of 4,035,086 Warrants were issued to the investor in this transaction. The investor was JMJ Financial. The transaction closed on Decem-ber 20, 2016.

Majesco Entertainment Company

On December 16, 2016, Majesco Entertainment Company (NASDAQ CM:COOL) announced that it has raised $2,277,999 in a Common Stock transaction. The common stock was sold at $3.00 per share, an approximate 7% discount to the market price ($3.24) of COOL at deal announcement. Issuer counsel was Sichenzia Ross Ference Kesner, LLP.

ID Global Solutions Corporation

On December 28, 2016, ID Global Solutions Corporation (OTC:IDGS) announced that it has raised $1,275,000 in a Non-Convertible Promissory Notes transaction. The securities accrue interest at a rate of 10% per annum for the initial six months of the term of the Notes and 15% per annum for the

remaining six months. Issuer counsel was Fleming PLLC . The agreement was reached on 12/01/2016.

Utilities

Enphase Energy, Inc.

On December 23, 2016, Enphase Energy, Inc. (NASDAQ GM:ENPH) announced that it has secured up to $17,000,000 in an ATM (At the Market) transaction. The purchase price is the prevailing market price at the time of the Draw Down Notice. FBR Capital Markets acted as the exclusive agent on the transaction. Placement Agent counsel was Duane Morris, LLP and issuer counsel was Cooley LLP.


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Most Active Sector by Number of Dollars

Financial $11,970,782,734

Energy $9,154,747,829

Consumer- Non-Cyclical (Healthcare) $6,375,804,922

Utilities $3,863,456,630

Industrial $3,405,264,447

Communications $3,138,896,439

Consumer- Cyclical $1,391,758,944

Technology $1,320,533,511

Consumer- Non-Cyclical (Non-Healthcare) $1,121,266,038

Basic Materials $635,892,359

Diversified $228,725,000

Grand Total $42,607,128,853

Excludes all 144-A Offerings,, Rights Offerings, Bought Deals, and all PIPE transactions conducted by foreign issuers that trade in the U.S. on the OTC. On transactions where an investment banking firm has acted solely as Financial Advisor, that transaction has been excluded from that firm’s ranking. Co-agented transactions award full transaction credit to all agents participating (regardless of status of lead agent or co-agent.

Structure Deals $ Proceeds

Common Stock 296 $15,238,704,361

Common Stock - CMPO/Overnight Offering

130 $4,016,474,917

Common Stock - Shelf Sale 100 $1,443,041,142

Convertible - Company Installment 11 $157,055,000

Convertible - Fixed 146 $11,968,723,989

Convertible - Floating 29 $1,018,081,853

Convertible - Reset 15 $932,277,500

Non-Convertible Debt/Preferred 132 $7,682,520,091

Unknown Structure 6 $150,250,000

Grand Total 865 $42,607,128,853

Year-to-Date Private Placements - Reg D and Reg S

Structure Deals $ Proceeds

ATM (At the Market) Offering* 235 $38,798,532,073

Common Stock - CMPO/Overnight Offering

130 $4,016,474,917

Common Stock - Shelf Sale

(Registered Direct) 100 $1,443,041,142

Structured Equity Line* 56 $817,578,000

Total 521 $45,075,626,132

Year-to-Date - RDs, CMPOs, ATMs, SELs

* Commitment Amount

Most Active Sector by % of Deals

Consumer- Non-Cyclical (Healthcare) 37.80%

Financial 12.83%

Industrial 9.83%

Energy 8.90%

Technology 7.28%

Consumer- Non-Cyclical (Non-Healthcare) 6.13%

Communications 5.90%

Basic Materials 5.78%

Consumer- Cyclical 2.54%

Utilities 2.31%

Diversified 0.69%

Grand Total 100.00%

Most Active Sector by Deals

Consumer- Non-Cyclical (Healthcare) 327

Financial 111

Industrial 85

Energy 77

Technology 63

Consumer- Non-Cyclical (Non-Healthcare) 53

Communications 51

Basic Materials 50

Consumer- Cyclical 22

Utilities 20

Diversified 6

Grand Total 865

Most Active Sector by % of Dollars

Financial 28.10%

Energy 21.49%

Consumer- Non-Cyclical (Healthcare) 14.96%

Utilities 9.07%

Communications 7.99%

Industrial 7.37%

Consumer- Cyclical 3.27%

Technology 3.10%

Consumer- Non-Cyclical (Non-Healthcare) 2.63%

Basic Materials 1.49%

Diversified 0.54%

Grand Total 100.00%

Year-to-Date Private Placements - All Deals excluding ATMs, SELs, and Rights Offerings

19

Ranking Agent Name Deals Amount Raised

1 H.C. Wainwright & Co., LLC 65 $848,969,723

2 Roth Capital Partners, LLC 51 $971,341,180

3 Maxim Group LLC 34 $247,042,386

4 Chardan Capital Markets 25 $189,428,171

5 Cowen and Company, LLC 20 $575,673,947

6 Oppenheimer & Co. Inc. 19 $340,934,282

7 Jefferies & Company, Inc. 17 $880,009,989

8 Piper Jaffray & Co. 17 $700,125,496

9 Raymond James & Associates Inc. 16 $555,461,017

10 Aegis Capital Corporation 16 $78,670,608

11 Canaccord Genuity Inc. (US) 14 $688,920,792

12 Craig-Hallum Capital Group LLC 14 $306,015,976

13 Ladenburg Thalmann & Co., Inc. 13 $339,247,072

14 Leerink Swann, LLC 12 $583,721,621

15 Sandler O'Neill & Partners, L.P. 12 $507,067,999

16 Stifel Nicolaus Weisel 11 $388,623,750

17 National Securities Corporation 11 $150,526,035

18 Keefe, Bruyette & Woods, Inc. 10 $508,874,256

19 Cantor Fitzgerald & Company 10 $424,938,204

20 Northland Securities, Inc. 10 $178,399,992

21 B. Riley & Co. 9 $211,034,390

22 J.P. Morgan Chase & Co. 8 $2,627,274,112

23 Needham & Company, LLC 8 $442,059,276

24 Stephens Inc. 8 $393,074,800

25 FBR Capital Markets 8 $281,399,234

Ranking Placement Agent Name Deal USD Amount


2 Barclays Capital, Inc. 6 $2,056,353,474

3 Goldman, Sachs & Co. 5 $1,913,827,918

4 Citigroup Global Markets, Inc. 3 $1,110,000,005




8 Wells Fargo Securities, LLC 7 $801,100,235

9 RBC Capital Markets, Inc. 6 $796,954,126

10 Piper Jaffray & Co. 17 $700,125,496


12 Morgan Stanley 5 $660,720,000

13 Credit Suisse Securities (USA) LLC 3 $636,999,986

14 Eastdil Secured 1 $621,827,934







21 Centerview Partners 1 $435,000,000

22 DnB NOR Markets 4 $425,000,002


24 Stephens Inc. 8 $393,074,800

25 Janney Montgomery Scott, Inc. 7 $390,944,997

Rank Agent Name Deals Amount Raised



3 Maxim Group LLC 18 $181,065,077


5 Chardan Capital Markets 14 $114,536,840




9 Piper Jaffray & Co. 12 $466,967,993








17 National Securities Corporation 8 $129,677,197


19 BTIG, LLC 7 $260,449,032

20 Northland Securities, Inc. 7 $168,855,496

21 Stephens Inc. 6 $352,074,800


23 SunTrust Robinson Humphrey, Inc. 6 $267,418,000

24 Wunderlich Securities, Inc. 6 $265,522,500

25 B. Riley & Co. 6 $185,822,390






5 RBC Capital Markets, Inc. 4 $523,448,722



8 J.P. Morgan Chase & Co. 2 $496,300,003

9 Piper Jaffray & Co. 12 $466,967,993






15 Stephens Inc. 6 $352,074,800




19 Robert W. Baird & Co. 4 $276,908,750


21 Seaport Global Securities LLC 5 $271,106,250

22 SunTrust Robinson Humphrey, Inc. 6 $267,418,000

23 Wunderlich Securities, Inc. 6 $265,522,500

24 Pareto Securities 3 $263,148,720


Top 25 Agents - Total Amount Invested Top 25 Agents - Total Deals Placed


Top 25 Agents - RDs and CMPOs by Deals Top 25 Agents - RDs and CMPOs by Dollars

20

Ranking Agent Name Deals Commitment Amount

1 Bank of America Merrill Lynch 44 $17,454,469,788

2 Wells Fargo Securities, LLC 41 $18,139,887,565

3 Cantor Fitzgerald & Company 39 $3,465,262,980



6 RBC Capital Markets, Inc. 32 $16,067,422,565

7 FBR Capital Markets 32 $1,955,964,592


9 Morgan Stanley 30 $14,591,190,658

10 Cowen and Company, LLC 30 $1,741,500,000

11 Jefferies & Company, Inc. 29 $12,107,850,658

12 SunTrust Robinson Humphrey, Inc. 21 $10,425,727,942

13 Raymond James & Associates Inc. 21 $7,927,900,658

14 Mitsubishi UFJ Securities (USA), Inc. 20 $13,054,684,849

15 Goldman, Sachs & Co. 19 $9,299,260,000

16 Deutsche Bank Securities, Inc. 18 $10,429,982,942

17 Robert W. Baird & Co. 16 $5,394,180,658

18 Mizuho Securities Co., Limited 15 $9,956,262,942

19 Capital One Securities 13 $5,211,587,716

20 Credit Suisse Securities (USA) LLC 12 $6,634,559,130

21 BMO Capital Markets Corp. 12 $5,386,377,942

22 KeyBanc Capital Markets 12 $2,743,720,000

23 MLV & Co. LLC 12 $638,625,000

24 BB&T Capital Markets 11 $4,200,447,942

25 BNP Paribas Securities Corporation 10 $7,667,151,907

Ranking Placement Agent Name Deal USD Amount

1 Wells Fargo Securities, LLC 41 $18,139,887,565

2 Bank of America Merrill Lynch 44 $17,454,469,788


4 RBC Capital Markets, Inc. 32 $16,067,422,565



7 Morgan Stanley 30 $14,591,190,658

8 Mitsubishi UFJ Securities (USA), Inc. 20 $13,054,684,849

9 Jefferies & Company, Inc. 29 $12,107,850,658

10 Deutsche Bank Securities, Inc. 18 $10,429,982,942

11 SunTrust Robinson Humphrey, Inc. 21 $10,425,727,942

12 Mizuho Securities Co., Limited 15 $9,956,262,942

13 Goldman, Sachs & Co. 19 $9,299,260,000

14 Raymond James & Associates Inc. 21 $7,927,900,658

15 BNP Paribas Securities Corporation 10 $7,667,151,907

16 Credit Suisse Securities (USA) LLC 12 $6,634,559,130

17 SMBC Nikko Securities America, Inc. 8 $6,440,000,000

18 TD Securities (USA) Inc. 5 $5,890,000,000

19 Robert W. Baird & Co. 16 $5,394,180,658

20 BMO Capital Markets Corp. 12 $5,386,377,942

21 Capital One Securities 13 $5,211,587,716

22 UBS Securities LLC 7 $4,510,912,942

23 BB&T Capital Markets 11 $4,200,447,942

24 Scotia Capital (USA) Inc. 7 $4,163,236,907

25 USCA Securities LLC 4 $4,031,262,942


1 Sabby Management, LLC 50 $85,476,415

2 Millennium Management, LLC 23 $0

3 Bank of New York 21 $0

4 Perceptive Advisors, LLC 18 $38,440,713

5 Teachers Insurance and Annuity 17 $50,000,000

6 Heights Capital Management, Inc. 16 $28,051,689

7 Citadel Advisors, LLC 16 $0

8 Hudson Bay Capital Management L.P. 13 $135,324,938

9 Franklin Templeton Group 13 $32,521,872

10 DAFNA Capital Management, LLC 13 $11,950,010

11 IntraCoastal Capital, LLC 13 $7,178,462

12 Empery Asset Management LP 12 $18,759,281

13 Alyeska Investment Group, L.P. 11 $25,695,420

14 AWM Investment Management (MGP 11 $3,257,504

15 Deerfield Management 10 $112,302,311

16 Fidelity Management & Research 10 $26,222,987

17 OrbiMed Advisors, LLC 10 $26,030,548

18 UBS O'Connor LLC 9 $54,212,000

19 Anson Capital, LP 9 $13,611,525

20 Cormorant Asset Management, LLC 9 $9,625,002

21 Baker Brothers Advisors, LLC 9 $1,999,998

22 MTP Energy Management LLC 8 $442,673,071

23 BVF, Inc. 8 $78,800,443

24 Broadfin Capital, LLC 8 $5,059,890

25 New Enterprise Associates 7 $101,092,824


1 Liberty Interactive Corporation 1 $2,500,000,000

2 Stonepeak Infrastructure Partners 5 $1,571,532,303

3 Riverstone Holdings, LLC 2 $1,240,050,000

4 Silver Lake 2 $1,000,000,000

5 Bain Capital, Inc. 1 $750,000,000

6 Enfield Holdings, L.P. 1 $750,000,000

7 Ontario Municipal Employees Retire- 1 $750,000,000

8 Leonard Green & Partners, L.P. 1 $625,000,000

9 Qatar Investment Authority 1 $621,827,934

10 Cerberus Capital Management, L.P. 2 $505,000,000

11 Soros Fund Management LLC 3 $500,723,680

12 GSR GO Scale Capital Advisors 1 $500,000,000

13 JANA Partners LLC 1 $500,000,000

14 Soroban Capital Partners LLC 1 $500,000,000

15 Coatue Management LLC 1 $499,999,999

16 MTP Energy Management LLC 8 $442,673,071

17 Tus-Holdings Co., Limited 1 $388,000,000

18 CenterPoint Energy, Inc. (NYSE: 1 $363,000,000

19 Brookfield Asset Management 1 $322,155,025

20 First Reserve Corporation 2 $285,714,272

21 Kayne Anderson Capital Advisors, 6 $258,759,170

22 Volkswagen 1 $255,974,109

23 Atairos Management, L.P. 1 $250,000,000

24 Williams Companies, Inc. (The) 1 $249,984,000

25 Oaktree Capital Management, L.P. 2 $243,911,490

Top 25 ATM Agent - Commitment Amount Top 25 ATM Agent - Deals Placed


Top 25 Investors - Total Deals Top 25 Investors - Total Amount Invested

21


1 Cooley LLP 25 $725,602,609

2 Sichenzia Ross Friedman Ference, 21 $168,105,771

3 Latham & Watkins, LLP 15 $1,498,677,732

4 Goodwin Procter, LLP 15 $942,162,219

5 Vinson & Elkins, LLP 13 $3,961,208,024

6 DLA Piper 12 $331,383,002

7 Hogan Lovells 11 $121,947,747

8 Paul Hastings LLP 10 $281,072,521

9 K&L Gates LLP 10 $227,937,501

10 Wilson Sonsini Goodrich & Rosati 10 $160,122,739

11 Mintz, Levin, Cohn, Ferris, Glovsky & 10 $131,402,944

12 Lowenstein Sandler LLP 10 $88,331,164

13 Fenwick & West, LLP 9 $1,990,175,221

14 Seward & Kissel LLP 8 $352,898,494

15 Foley & Lardner 8 $170,311,250

16 Ellenoff Grossman & Schole LLP 8 $43,837,240

17 Dorsey & Whitney, LLP 7 $189,259,738

18 Morrison & Foerster, LLP 7 $106,934,548

19 Skadden, Arps, Slate, Meagher & 6 $482,458,570

20 Simpson Thacher Bartlett, LLP 6 $456,500,000

21 Squire Patton Boggs (US) LLP 6 $130,621,811

22 Baker & Hostetler, LLP 6 $97,966,000

23 Greenberg Traurig, LLP 6 $84,137,601

24 Lucosky Brookman LLP 6 $13,615,000

25 Perkins Coie, LLP 5 $358,224,992



2 Goodwin Procter, LLP 24 $593,697,231

3 Latham & Watkins, LLP 14 $609,433,225

4 Covington & Burling 13 $695,580,005


6 Mintz, Levin, Cohn, Ferris, Glovsky & 10 $151,564,230

7 Cooley LLP 7 $278,049,974

8 Proskauer Rose, LLP 6 $85,825,534

9 Pryor Cashman 6 $25,844,090



12 Schiff Hardin, LLP 4 $14,946,001


14 Davis Polk & Wardwell LLP 3 $233,290,500

15 DLA Piper 3 $67,878,740

16 Dechert, LLP 3 $62,632,495

17 Faegre Baker Daniels LLP 3 $29,900,003


19 Stikeman Elliott LLP 2 $142,073,720

20 Fried, Frank, Harris, Shriver & Jacob- 2 $133,150,000

21 Duane Morris, LLP 2 $63,750,000

22 Loeb & Loeb, LLP 2 $53,068,750

23 Gornitzky & Co. 2 $38,062,504

24 Milbank, Tweed, Hadley & McCloy, 2 $30,020,000

25 Pillsbury, Winthrop, Shaw & Pittman, 2 $21,677,444


1 Schulte Roth & Zabel, LLP 20 $4,900,710,812

2 Kelley Drye & Warren LLP 9 $114,511,653


4 Latham & Watkins, LLP 7 $2,856,479,557

5 Morgan, Lewis & Bockius, LLP 7 $340,999,000


7 Kirkland & Ellis 5 $2,582,053,000

8 Ropes & Gray 5 $1,446,949,997



11 Sidley Austin LLP 3 $2,040,053,000


13 Schiff Hardin, LLP 3 $230,000,000

14 Chapman & Cutler, LLP 3 $145,000,000

15 Fleming PLLC 3 $63,400,000

16 Simpson Thacher Bartlett, LLP 2 $1,750,000,000

17 White & Case, LLP 2 $638,891,137

18 Akin, Gump, Strauss, Hauer & Feld, 2 $515,700,000

19 Vinson & Elkins, LLP 2 $390,017,670


21 Watson, Farley & Williams LLP 2 $200,000,000

22 Sullivan & Cromwell 2 $65,000,000

23 Seward & Kissel LLP 2 $56,749,988

24 Paul, Weiss, Rifkind, Wharton & 2 $56,262,740

25 Locke Lord LLP 2 $51,380,000

Top 25 Issuer Counsel - Total Deals Top 25 Agent Counsel - Total Deals

Top 25 Investor Counsel - Total Deals


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