Lucosky Brookman LLP is a corporate law firm with offices in New York, New Jersey and Pennsylvania, employing over 40 attorneys and representing both domestic and international clients in sophisticated corporate and securities transactions, mergers and acquisitions, secured and unsecured lending transactions, PIPEs, general corporate matters, litigation, tax and intellectual property matters. The Firm was founded in 2010 by Joseph Lucosky and Seth Brookman to serve clients in the small and middle markets. The Firm is built on certain core principles that allow us to provide our clients the support and team work that is needed to adjust to changes in our clients' businesses, fluctuations in the economic environment and to better manage the regulatory landscape. We provide a comprehensive and sustained focus on service at the highest levels to meet and anticipate our clients’ evolving needs. Quite simply, our entrepreneurial spirit, relentless business focus, proactive problem solving ability, and our constant desire to find fresh ways to add value is the core of who we are as a law firm.
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Insurance Partner, Lucosky Brookman | Products Liability, Toxic Torts, and Insurance Defense
Pleased to share an article on the state of PFAS litigation that myself and Shannan Holder Starkey recently had published in Chambers - https://lnkd.in/eCXj79f4
On October 16th -18th, the highly anticipated claimsXchange conference will be hosted at the Crystal Springs Resort in Hamburg, NJ. Lucosky Brookman’s insurance coverage and defense teams are prepared to assist our clients with catastrophic losses such as hurricanes, mass tort claims, and litigation nationwide. Connect with Mary-Ellen Wyatt King, Adam Golub, Samantha McCoy, and Ian Sadler during this annual three-day conference, jam-packed with an array of networking activities and insightful breakout sessions. You won’t want to miss the latest discussions around corporate #insurance, #litigation, civil liability, #cybersecurity, D&O, and much more! Visit the link below to learn more: https://lnkd.in/e9mDDpSY Lucosky Brookman LLP - Relationship Focused. Results Driven.
Lucosky Brookman LLP Employee Spotlight! We are excited to announce that our Partner, Mary-Ellen Wyatt King has been selected for inclusion in the 31st edition of The Best Lawyers in America for her exceptional expertise in both Commercial Litigation and Insurance Law. This recognition is a testament to her knowledge, dedication, and consistent ability to achieve outstanding results for our clients. Mary-Ellen Wyatt King’s commitment to excellence continues to set a high standard in our field, and we are proud to have her as a vital part of the Lucosky Brookman LLP team. Please join us in congratulating Mary-Ellen Wyatt King on this well-deserved honor! Lucosky Brookman LLP – Relationship Focused. Results Driven. Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #ReverseMerger or #IPO through a private placement, firm commitment underwriting, Reg A or otherwise, Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #lucoskybrookman #nyse #nasdaq #OTCmarkets #lucbro Lucosky Brookman LLP Joseph Lucosky Mary-Ellen Wyatt King
The microcap audit world was thrown into turmoil today. After years of speculation in the industry, earlier this morning, the SEC announced that it had charged audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers, with massive fraud involving deliberate failures to comply with PCAOB standards in audits and reviews spanning more than 1,500 SEC filings from January 2021 to June 2023. The SEC also charged Borgers with falsely representing to their clients that the firm’s work would comply with PCAOB standards; fabricating audit documentation (including photocopying past audit engagements) to make it appear that the firm’s work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm’s audits complied with PCAOB standards. The firm and Mr. Borgers, both settled with the SEC, with the firm paying a $12 million civil penalty and Mr. Borgers paying a $2 million civil penalty and both agreeing to PERMANENT suspensions from appearing or practicing before the SEC as accountants, effective immediately. Enforcement Case: https://lnkd.in/dnVWkuya It is important to highlight that, as a result of the settlement, hundreds of issuers will immediately need new auditors or to reaudit their financial statements, underscoring the significance of this case for the public accounting and microcap industries. The SEC released a statement this morning giving guidance to issuers on disclosure obligations related to the Borgers Fraud on the following: Non-reliance on Form 8-K S-3 Eligibility ATM Offerings Exchange Act Reports Registration Statements Reg A Offerings SEC Guidance: https://lnkd.in/eQqi34YH This case underscores the crucial role auditors play in maintaining trust and confidence in financial markets, and the SEC’s actions aim to address the risks posed by noncompliant audits. We are available to discuss filing options, new auditor recommendations, and/or disclosure obligations with anyone who needs guidance. #ipo #lucoskybrookman #nyse #nasdaq #cboe #lucbro Lucosky Brookman LLP Joseph Lucosky Seth Brookman
NYSE Seeks To Provide SPACs More Time To Close Mergers The NYSE's initiative to offer SPACs an additional six months to finalize mergers is a forward-thinking adjustment that reflects an understanding of the market's complexities and the challenges faced by these entities. If you have been following the markets as we have, you recognize that this isn't merely about extending a deadline; it’s an insightful adaptation to the multifaceted reality of executing high-stakes mergers and acquisitions under the stringent gaze of regulatory compliance. Such a move could potentially smooth the path for SPACs, offering them the breathing space needed to ensure their mergers are not only successful but also strategically sound and financially robust. This adjustment is emblematic of the NYSE’s role in fostering a more accommodating yet disciplined marketplace that privileges thoroughness over haste, and strategic acumen over expediency. The proposal's potential to bring the NYSE and Nasdaq's policies into closer alignment might herald a new era of cooperation and coherence across major exchange platforms, benefiting the entire financial ecosystem. For firms like ours and the clients we represent, this development could mean a more stable and predictable environment in which to plan and execute mergers. It underscores the importance of adaptability and foresight in the legal and strategic planning processes, reinforcing the value of expert guidance in navigating the intricacies of the financial markets. This rule change acknowledges the real-world challenges and pressures SPACs encounter, emphasizing the need for a more nuanced and considerate approach to their unique timelines and objectives. https://lnkd.in/ez-33pwJ Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #ReverseMerger or #IPO through a private placement, firm commitment underwriting, Reg A or otherwise, Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #ipo #lucoskybrookman #nyse #nasdaq #cboe #lucbro Lucosky Brookman LLP
Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
Happy Presidents Day from Lucosky Brookman! At Lucosky Brookman, we recognize the importance of great leadership each and every day - whether it’s working an #ipo #uplist or other transactions, advising on compliance issues or working within the industry to make our community better- Lucosky Brookman recognizes that great leadership is the hallmark of being great attorneys. Wishing everyone a wonderful Presidents' Day! Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #Reverse Merger, or #IPO through a private placement, firm commitment underwriting, Reg A or otherwise, Lucosky Brookman is at the forefront of sophisticated OTC, #Nasdaq and #NYSE transactions. #lucoskybrookman #Nasdaq #SEC #nyse #uplist #ipo #securitiesattorney #nasdaqattorney #proactivecounsel #lucbro #PresidentsDay #Leadership Joseph Lucosky Lucosky Brookman LLP
Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
Happy Anniversary Lucosky Brookman LLP! December 2010 was the initial launch of Lucosky Brookman LLP, and 13 years ago, February 14th, 2011, we officially opened our doors. Today marks the 1st day of our 14th year – but we're not just marking another anniversary; we're celebrating a journey filled with passion, perseverance, and purpose. From the early days of ambition to the complexities of today’s legal landscape, we’ve evolved, learned, and grown. It’s a testament to the collective commitment of our exceptional team and the enduring trust of our clients and the entire industry. In every case we’ve championed, every challenge we’ve faced, and every success we’ve achieved, there’s a story of resilience and collaboration. Today, we stand taller and stronger, armed with the invaluable experiences of the past 13 years. To our incredible team, past and present, thank you for your unwavering dedication. To our clients, thank you for entrusting us with your most important challenges. Here’s to the next dozen years, filled with new opportunities, continued growth, and the pursuit of upgrading our collective microcap industry. Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #Reverse Merger or #IPOthrough a private placement, firm commitment underwriting, Reg A or otherwise Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #lucoskybrookman #nyse #nasdaq #cboe #securitiesattorney #nasdaqattorney Lucosky Brookman LLP Joseph Lucosky Seth Brookman Lawrence Metelitsa
Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
Happy Stalenetine’s Day! Today, February 14th, is not only Valentine’s Day, but Staleness Day – aka the Super Bowl for Securities Attorneys – AND the last day for smaller reporting companies with a December 31st fiscal year to use their 12/31 financial statements in a Registration Statement, before they must be updated for the most recent fiscal year (2023). Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #Reverse Merger or #IPOthrough a private placement, firm commitment underwriting, Reg A or otherwise Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #lucoskybrookman #nyse #nasdaq #cboe #securitiesattorney #nasdaqattorney Lucosky Brookman LLP Joseph Lucosky
Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
Congratulations to Telomir Pharmaceuticals, Inc. on their $7M Initial Public Offering! We are pleased to be serving as Underwriters’ Counsel. Always a pleasure working with Kingswood U.S. Telomir Pharmaceuticals, Inc. is a pre-clinical-stage pharmaceutical company focused on the development and commercialization of TELOMIR-1, a novel small molecule being developed to function as an oral in situ therapeutic treatment for human stem cells. Thank you to all involved for the hours of diligent work, creative thinking, and focused execution to get this transaction to a #Nasdaq pricing. https://shorturl.at/wBDGS Whether our clients engage in an Uplist, Cross-list, Direct List, #SPAC, de-SPAC, Merger, #Reverse Merger or #IPOthrough a private placement, firm commitment underwriting, Reg A or otherwise Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #lucoskybrookman #ipo #nasdaq #securitiesattorney #nasdaqattorney #proactivecouncel Ariel I. Edward Tsuker Eduard Kazatsky Joseph Lucosky Lucosky Brookman LLP Raymond Ressy Lindsay (Eunji) Cho Kush Parikh
Managing Partner, Lucosky Brookman | Elevating Micro/Small Cap Companies | Raising Capital | Going Public | OTC to Nasdaq/NYSE Uplistings | Microcap IPOs | SPACs | Reverse Mergers
Why was the Uplist/Cross-List Market down 65% in 2023 while the Microcap IPO Market was up 22.5%? Some lessons learned and useful data from the Uplist/Cross-list trenches: 1. The number of uplists and cross-lists decreased dramatically (-65% when compared to 2022). 2. Nasdaq newer rules relating the prohibition of reverse splits and simultaneous listings continue to have a drag on the market, adding regulatory uncertainty to an already complex and delicate process. 3. Uplisting and cross-listing issuers are having a difficult time raising substantial dollars, with only 8 offerings in 2023 (-77% when compared to 2022), raising a total of $76 million (-81% when compared to 2022), with a “real” average offering size of just $4.5 million (-62.5% when compared to 2022). 4. Has the after-market trading of certain uplisted companies impacted the enthusiasm for uplistings and cross-listings or was this just a function of a challenged market? 5. Has the OTC Markets public campaign to discredit the Nasdaq and NYSE uplisting ecosystem had an impact? Or is it just the OTC protecting it’s turf? 6. Cboe Global Markets has entered the ring of equity senior listings in June, with a promise of a more friendly and streamlined approval process - the question is will companies, bankers and investors embrace this platform? Stay tuned for Part III of our 2023 uplisting coverage with our full 2023 year in review. Whether our clients engage in an #Uplist, #Cross-list, #Direct List, #SPAC, #de-SPAC, #Merger, #ReverseMerger or #IPO through a private placement, firm commitment underwriting, Reg A or otherwise, Lucosky Brookman is at the forefront of sophisticated OTC and Senior Exchange Listed Transactions. #datadriven #lucoskybrookman #ipo #nyse #nasdaq #cboe #securitiesattorney #nasdaqattorney #proactivecouncel #uplist #crosslist Lucosky Brookman LLP Joseph Lucosky Amit Hazan