newbridge securities corporation · mergers & acquisitions mergers acquisitions sell-side...

Newbridge Securities CorporationInvestment Banking & Firm Overview

May 2019

Corporate Headquarters: 5200 Town Center Circle, Suite 306, Boca Raton, FL 33486Website: www.newbridgesecurities.com

▪ Firm Overview▪ Investment Banking Services▪ Distribution Platform

▪ Full service Investment Banking platform▪ Focused on financing small-cap / emerging growth companies▪ Public and private financings▪ M&A and corporate advisory

▪ Institutional distribution capabilities ▪ Equity and fixed income Trading Desks

▪ Retail Distribution Capabilitieso Approximately 200+ Registered Representatives(1)

o 47 offices in 18 states throughout the U.S. (1)

o Over 15,000 active institutional, corporate and retail clients(2)

o Over $1.5 billion in client assets under management(3)

▪ Established in 1997, Newbridge Securities Corporation (“NSC”) provides full service securities brokerage and investment banking services to a broad based group of individuals and corporate clients.

▪ The firm derives its strength from its distribution capabilities through its Institutional Investor network as well as its proprietary national retail platform of approximately 220+ registered representatives.

Firm Overview

Investment Banking

Capital Markets

Private Wealth Management

1) FINRA Central Registration Depository (CRD) 7/22/20152) COR Clearing LLC 7/22/20153) Thomson One – COR Clearing LLC & DST Vision as of 8/17/2015

Investment Banking Services

Capital Raising

▪ Initial Public Offerings (IPOs) ▪ Follow-On Offerings / Secondary Offerings▪ Private Placements (PIPEs) for public companies▪ Private Placements for private companies▪ Alternative Public Offerings / Reverse Mergers▪ Form 10 Filings▪ At-the-Market Offerings (ATMs)▪ Retail Syndicate Participation

Mergers & Acquisitions

▪ Mergers▪ Acquisitions▪ Sell-side Advisory▪ Buy-side Advisory▪ Spin-Outs▪ Divestitures

Corporate Advisory

▪ Strategic Consulting▪ Fairness Opinions▪ Valuations

▪ Newbridge Securities Corporation’s team of senior professionals provides a broad array of Investment Banking services.

▪ We work closely with every corporate client to understand its business plan, how it will be executed, the breadth and depth of the management team and that its capital needs are realistic and sufficient.

▪ We strive to provide a customized solution for each of its corporate clients.

Investment Banking Services (continued)

Capital Raising




Corporate Advisory


▪ Newbridge offers our clients a variety of ways to access the U.S. capital markets

▪ If the client is currently publicly traded, Newbridge can assist it in obtaining the necessary growth capital through a PIPE, a Registered Direct or a Follow-On offering.

▪ If the client is private, Newbridge can go to investors with a private placement, a traditional Initial Public Offering (IPO) or Alternative Public Offering (APO).

▪ Newbridge can assist the client with the timely preparation and dissemination of marketing materials, and the creation of due diligence packages (or data rooms) to be distributed to potential investors.

▪ Following the initial distribution of marketing materials, Newbridge will organize an investor road show to afford the client access to our retail offices and qualified institutional or accredited investors.

▪ Newbridge will further facilitate a transaction by working with both management and the funding sources to satisfy information requests as investors make their investment decisions and ultimately close the contemplated transaction.


Capital Raising




Corporate Advisory


▪ Newbridge advisory engagements include comprehensive buyer or seller screening and evaluation in addition to industry analysis.

▪ Newbridge will spearhead the process of compiling, housing and managing the circulation of collateral marketing materials and diligence items including the maintaining of online data rooms, which will ease the burden on management and create a more efficient means to share information.

▪ Following the selection of a business partner, Newbridge can assist negotiations, deal structuring and legal guidance to ensure a smooth transition from transaction inception to closing.


Capital Raising




Corporate Advisory


▪ The Newbridge IB Team has expertise in opinion and valuation work; delivering fairness and solvency opinions as well as valuations in a number of scenarios across an assortment of industry verticals.

▪ Successful companies frequently encounter complex fair value issues when evaluating strategic business decisions. Newbridge assists companies by delivering an accurate and supportable work product utilizing proven and generally accepted valuation methodologies.

▪ The firm provides Fairness Opinions in privatization transactions, M&A transactions and arms-length financing transactions

▪ The firm also provides independent third-party valuations and solvency opinions.

▪ Intensive selection and due diligence screening▪ Attention from senior bankers▪ Focus on quality execution▪ Close coordination with Sales/Trading▪ Post-Transaction Services

Newbridge Offering Process

▪ Objective second source of market knowledge▪ Objective second source of valuation / structuring▪ Team Player - Focus on getting deal done▪ Experience in coordinating with lead managers▪ Distribution power to US Intuitions and US Retail Investors

Co-ManagerIndustry Knowledge & Powerful Distribution

▪ Analyzing market conditions▪ Preparation of offering document▪ Preparation of all marketing materials▪ Selection of syndicate members▪ Coordination of Investor presentations▪ Presentation to investors

Lead ManagerAdvisory Focus

▪ Newbridge designs a customized strategy to allow our clients to achieve their objectives˗ The execution of their business model, and the ˗ enhancement of long term shareholder value

▪ We form a partnership with our clients˗ Our professionals leverage their industry

knowledge and experience to ensure that our clients' objectives are met.

˗ Providing our corporate clientele with financing that spans the capital structure including equity, subordinated debt, convertible debt, mezzanine financing, senior debt and project financing.

˗ Using our years of experience and contacts to guide our corporate clientele in selecting the appropriate legal counsel, auditors, investor relations firms, potential independent board members and other professionals that will add value to the enterprise.

Investment Banking Process

U.S. Institutions• Coverage of financial Institutions

– Private Equity Funds– Managed Pension Funds– Mutual Funds– Proprietary Bank Funds– Sovereign Wealth Funds– Hedge Funds

▪ Newbridge has powerful distribution capabilities˗ Multi-channel platform that focuses on U.S. Institutions and its proprietary base of U.S. Retail Investors

U.S. High Net Worth Accredited Investors• Proprietary Retail Network

– 47 offices located in 18 states throughout the U.S.

– 220+ Registered Representatives

Capital Markets – Distribution Capabilities

▪ Newbridge’s Capital Markets tailors solutions to our clients specific needs

˗ In-depth understanding of our client’s expectations enabling us to pinpoint appropriate institutional buyers for your company

˗ Ability to place large blocks of securities in a few hands or to achieve large distribution as needed

˗ Industry knowledge, years of experience, and deep relationships allow us to operate discreetly with minimal market impact if necessary

▪ Synthesize client’s message

▪ Identify Investor universe

▪ Execute Road Show

▪ Timely and consistent flow of information to our clients and investors

▪ Powerful & Targeted Distribution

▪ Sales & Trading Follow Up

Newbridge Process

▪ Clients need and deserve the support of the firm

˗ To maximize exposure to the public markets

˗ To drive shareholder value

Newbridge Philosophy

Capital Markets – Process

Capital Markets – Proprietary Retail Distribution

▪ Newbridge also has the capacity to access its proprietary retail investor base, differentiating it from other investment banking firms˗ The company has over 200+ Registered Representatives ˗ 47 offices in 18 states throughout the U.S.

Newbridge Securities – National Retail Distribution

Offices of Supervisory Jurisdiction States with Newbridge OfficesBoca Raton, Florida New York, New York Woodbury, New York

5200 Town Center Circle 211 East 43rd Street 6800 Jericho Turnpike

Tower One, Suite 308 Suite 1300 Suite 204E

Boca Raton, FL 33486 New York, NY 10017 Syosset, NY 11791

Fort Lauderdale, Florida New York, New York Scottsdale, Arizona

1451 W. Cypress Creek Road 17 Battery Place 2266 South Dobson Road

Suite 300 Suite 625 Suite 200

Ft. Lauderdale, FL 33309 New York, NY 10004 Mesa, AZ 85022

Morristown, New York Chicago, Illinois

Chancery Square 125 S. Wacker Drive

15 Cattano Avenue Suite 300 / 339

Morristown, NJ 07960 Chicago, IL 60606

States with NSC Offices

▪ Investment Banking Team – Corporate Bios

Investment Banking Team Biographies

Bruce Jordan – Managing Director of Investment Banking | Newbridge Securities Corporation▪ Over 20 years of investment banking experience.▪ Former President of Vista 21 Advisors, a business consulting firm focusing on the needs of emerging business entities. ▪ Former President of Midtown Partners & Co., LLC., an investment banking firm that consistently ranked as one of the top 10 in

number of private placements completed.▪ Former Equity Research Analyst covering the Auto Parts sector, at Merrill Lynch.▪ MBA from Georgia State University, Major in corporate finance; Bachelor’s from Emory University, Major in accounting.

Eric Vallejo – Director of Capital Markets & Syndicate | Newbridge Securities Corporation▪ Over 20 Years of experience in the investment Industry▪ Started and managed the equity and fixed income trading departments at Newbridge Securities. ▪ Founder and Principal of Emerson Bennett, a retail-focused investment banking firm, where he ran the equity and fixed income

trading department.▪ Florida International University, Finance Major.

Robert Santos – Vice President of Capital Markets | Newbridge Securities Corporation▪ Over 20 Years of experience in the investment Industry▪ Started the fixed income trading department at Newbridge Securities, and was the principal market-maker.▪ Equity Trader at Emerson Bennett, a retail-focused investment banking firm, where he focused on market-making.▪ MBA from Florida International University; BA from Florida International University, Finance Major

Constantino Gutierrez – Director of Investment Banking | Newbridge Securities Corporation▪ 12 years of Investment Banking experience.▪ Former Vice President of Investment Banking at Ladenburg Thalmann & Co. Inc., a leading middle-market investment bank.▪ Former Associate of Investment Banking at Maxim Group, LLC, a retail-focused investment banking firm.▪ BA from the University of Pennsylvania.

Investment Banking Team Biographies (continued)

Sol Saad – Director of Investment Banking | Newbridge Securities Corporation▪ Over 40 Years of investment banking experience.▪ Former Managing Director of Investment Banking at Ladenburg Thalmann & Co. Inc., a leading middle-market investment bank.▪ Former Director at Salomon Brothers Inc. / Salomon Brothers International Limited.▪ Regional Managing Director of International Banking at Wells Fargo Bank Group.▪ MBA from the University of Pennsylvania (Wharton), BA from Colgate University.

John McAuliffe – Senior Director of Investment Banking | Newbridge Securities Corporation▪ Over 30 years of investment banking experience, with a primary focus on the healthcare and technology sectors, and China.▪ Former Managing Director of Investment Banking at H.J. Meyers, where he also worked as an investment advisor, branch

manager and ran the institutional sales department.▪ Bachelor of Science State University of New York (Brockport).

Adam Sendik – Managing Director | Sendik Capital▪ Over 25 years of business experience in Investment Banking, Technology, Finance and Real Estate. ▪ Provides advisory services in middle-market M&A and capital raises. ▪ MBA in Finance from the Huizenga College of Business and Entrepreneurship at Nova Southeastern University▪ Bachelor of Science degree from Florida State University.

▪ Selected Investment Banking & Capital Market Transactionso Lead-Managed / Co-Managed / Placement Agent / Underwriter / Selling Group Membero M&A / Corporate Advisory / Fairness Opinions

Selected Recent Transactions | Capital Raises

PowerbridgeTechnologies Co., Ltd

(NASDAQ:PBTS)

Initial Public Offering$8,750,000

Selling Group MemberApril 2019

VERB Technology Company, Inc.

(NASDAQ:VERB)

Follow-On Offering$23,000,000


Chicken Soup for the Soul Entertainment, Inc.

(NASDAQ:CSSE)

Preferred Stock Offering$3,467,500


Myomo, Inc.(NYSE American:MYO)


Selling Group MemberFebruary 2019

Staffing 360 Solutions, Inc.(NASDAQ:STAF)



Cellect Biotechnology Ltd.(NASDAQ:APOP)



Wealthbridge Acquisition Ltd.(NASDAQ:HHHH)



SPECIAL PURPOSEACQUISITION CORP.

Biocept, Inc.(NASDAQ:BIOC)



Hoth Therapeutics, Inc.(NASDAQ:HOTH)



IMAC Holdings, Inc.(NASDAQ:IMAC)



Selected Recent Transactions | Capital Raises – (continued)

Aqua Metals, Inc.(NASDAQ:AQMS)


Selling Group MemberJanuary 2019

MMtec, Inc. (NASDSAQ:MTC)


UnderwriterJanuary 2019

Pivotal Acquisition Corp.(NYSE:PVT)


Selling Group MemberJanuary 2019


Datasea Inc.(NASDAQ:DTSS)


Selling Group MemberDecember 2018

Eyenovia, Inc.(NASDAQ:EYEN)



Chardan Healthcare Acquisition Corp.(NASDAQ:CHAC)



CF Finance Acquisition Corp.(NASDAQ:CFFA)




TuanChe Limited(NASDAQ:TC)


Selling Group MemberNovember 2018

Eastside Distilling, Inc.(NASDAQ:EAST)



Valeritas Holdings, Inc.(NASDAQ:VLRX)



Grom Social Enterprises, Inc.(OTCQB:GRMM)

Private Placement$1,000,000

Exclusive Placement AgentNovember 2018


ENDRA Life Sciences Inc.(NASDAQ:NDRA)



Eton Pharmaceuticals, Inc.(NASDASQ:ETON)



FinTech Acquisition Corp. III(NASDAQ:FTAC)



Novume Solutions, Inc.(NASDAQ:GRAF)


Selling Group MemberOctober 2018

Bridgeline Digital, Inc.(NASDAQ:BLIN)



Graf Industrial Corp.(NASDAQ:GRAF)




Atomera Incorporated(NASDAQ:ATOM)



Akoustis, Inc. (NASDAQ:NDRA)



ENDRA Life Sciences Inc.(NASDAQ:NDRA)




Chaserg Technology Acquisition Corp.(NASDAQ:DDMX)




Medical Transcription Billing, Corp.

(NASDAQ:MTBC)



DD3 Acquisition Corp.(NASDAQ:DDMX)




EdtechX Holdings Acquisition Corp.(NASDAQ:EDTX)



Acasti Pharma Inc.(NASDAQ:ACST)



Alberton Acquisition Corporation

(NASDAQ:ALAC)




Level Brands, Inc.(NYSE American:LEVB)


Selling Group MemberSeptember 2018

FlexShopper, Inc.(NASDAQ:FPAY)


Selling Group MemberSeptember 2018

Tandem Diabetes Care, Inc.(NASDAQ:TNDM)


Selling Group MemberAugust 2018

Workhorse Group Inc.(NASDAQ:WKHS)




Electra MeccanicaVehicles Corp.

(NASDAQ:SOLO)



Restoration Robotics, Inc.(NASDAQ:HAIR)



Longetivity Acquisition Corp.(NASDAQ:LOAC)



Megalith Financial Acquisition Corp.

(NYSE:MFAC)



Summit Semiconductor, Inc.(NASDAQ:WISA)


Selling Group MemberJuly 2018

Saratoga Investment Corp.(NYSE:SAR)



Allergro Merger Corp. (NASDAQ:ALGR)




RumbleOn Inc. (NASDAQ:RMBL)



Manhattan Bridge Capital, Inc. (NASDAQ:LOAN)



Safe-T Group Ltd.(NASDAQ:SFET)




Aqua Metals, Inc.(NASDAQ:AQMS)


Selling Group MemberJune 2018

HyreCar, Inc.(NASDAQ:HYRE)



Aerpio Pharmaceuticals, Inc. (NASDAQ:ARPO)



Priority Income Fund, Inc.(NYSE:PRIFA)



Chicken Soup for the Soul Entertainment, Inc.

(NASDAQ:CSSE)



Trinity Merger Corp.(NASDAQ:TMCX)




Trovagene, Inc.(NASDAQ:TROV)



Twelve SeasInvestment Company

(NASDAQ:TWLV)




iBio, Inc.(NYSE American:IBIO)



Thunder BridgeAcquisition, Ltd.(NASDAQ:TBRG)





Soligenix, Inc.(NASDAQ:SNGX)



Ambow Education Holding Ltd.

(NYSE American:AMBO)


Selling Group MemberMay 2018

Cocrystal Pharma, Inc.(NASDAQ:COCP)



OWC Pharmaceutical Research Corp.(OTCQB:OWCP)

Private Placement$5,000,000

Exclusive Placement AgentMay 2018

CLPS Incorporation(NASDAQ:CLPS)



Hancock Jaffe Laboratories, Inc.

(NASDAQ:HLJI)



Prospect Capital Corporation(NASDAQ:PSEC)

Convertible Notes$103,500,000


Aeglea BioTherapeutics, Inc.(NASDAQ:AGLE)



Onconova Therapeutics, Inc.(NASDAQ:ONTX)



Valeritas Holdings, Inc.(NASDAQ:VLRX)



Selected Recent Transactions | M&A, Corporate Advisory and Fairness Opinions

Ozop Surgical Corp.(OTCQB:OZSC)

Corporate Advisory

Financial AdvisorMarch 2019

Brownie’s Marine Group Inc.(OTCQB:BWMG)

Corporate Advisory

Financial AdvisorDecember 2018

Purebase Corporation(OTCQB:PUBC)

Fairness Opinion


Blue Star Foods

Merger with AG Acquisition II

M&A AdvisorNovember 2018

Life On Earth, Inc.(OTCQB:LFER)

Corporate Advisory

Financial AdvisorNovember 2018

PreCheck Health Services, Inc.(OTCQB:HLTY)

Corporate Advisory

Financial AdvisorNovember 2018

Purebase Corporation(OTCQB:PUBC)

Corporate Advisory

Financial AdvisorOctober 2018

Trutankless, Inc.(OTCQB:TKLS)

Corporate Advisory

Financial AdvisorJune 2018

Nature’s Best Brands, Inc.(OTCQB:HLTY)

Corporate Advisory

Financial AdvisorJune 2018

Blue Star Foods

Corporate Advisory

Financial AdvisorMay 2018

Selected Recent Transactions | M&A, Corporate Advisory and Fairness Opinions

Hip Cuisine, Inc.(OTCQB:HIPC)

Corporate Advisory

Financial AdvisorFebruary 2018

Taxis Pharmaceuticals, Inc.

Corporate Advisory

Financial AdvisorJanuary 2018

Social Voucher

Corporate Advisory

Financial AdvisorJanuary 2018

Petrolia Energy Corp.(OTCQB:BBLS)

Corporate Advisory


Taxus CardiumPharmaceuticals Group Inc

(OTCQB:CRXM)

Corporate Advisory

Financial AdvisorSeptember 2017

Gulf West Security Network, Inc.

Corporate Advisory

Financial AdvisorAugust 2017

Illuminer Inc.

Corporate Advisory

Financial AdvisorApril 2017

Teralight Carrier Solutions

Corporate Advisory

Financial AdvisorApril 2017

Geospatial Corporation(OTCQB:GSPH)

Corporate Advisory


MOBI724 Global Solutions Inc. (OTCQB:MOBIF)

Corporate Advisory


Contact Information

Corporate Headquarters: 5200 Town Center Circle, Suite 306Boca Raton, FL 33486Website: www.newbridgesecurities.com

Securities offered through Newbridge Securities CorporationMember FINRA / SIPC

Advisory Services offered through Newbridge Financial Services Group Inc. an SEC Registered Investment Advisor

newbridge securities corporation · mergers & acquisitions mergers acquisitions sell-side...

Documents