Recent Transactions - The Loev Law Firm, PC

Contracts & Agreements

Represented Vertex Energy, Inc. in exchange of approximately $79.9 million aggregate principal amount of existing notes. Article
Represented Nasdaq drug procurement, delivery and healthcare platform company with stock
grant agreements and Section 83(b) elections and Rule 10b-1 plan
Represented telemedicine services company in Development and License Agreement
Represented pharmaceutical company in Joint Venture and Share Purchase Agreement with a
company listed on the Canadian Securities Exchange
Represented chemical detection company in Share Buyback Offer
Represented mobile home company and prepared Master Purchase Agreement
Represented client and prepared documents in negotiation of Master Services Agreement with Fortune 500 company
Represented company in Master Services Agreement
Represented seller in sale of company with preparation and negotiation of Membership Purchase Agreement
Represented company in Sales and Account Management Agreement
Represented oil and gas company in negotiation of purchase and sale agreement of $28 million acquisition of oil and gas assets
Represented oil and gas company in preparation and negotiation of purchase and sale agreement
Litigation and Employment Issues
Represented Former CEO of publicly-traded oil and gas company in Separation and Release Agreement
Represented Executive Officer in Settlement Agreement and Release with publicly-traded company
Prepared Rescission Offer for residential pool construction company
Prepared Joint Development and License Agreement for mass valuation, evaluation and value trending Software-As-A-Service (SAAS) applications
Represented detection systems company in preparation of Software License Agreement
Represented software company in connection with transfer of assets in lieu of foreclosure.
Represented private company in connection with joint development license agreement.
Helped issuer prepare and refine a software end-user license agreement, value added reseller agreement and terms of service.
Prepared beta software license agreement for software company.
Prepared Buy/Sell Agreement for offshore drilling equipment company.
Negotiated terms of commercial lease.
Prepared Joint Venture Agreements for mineral extraction and precious metal recovery company relating to assets located in New Mexico and Bolivia.
Prepared and negotiated Issuer’s purchase of intellectual property and patent rights pursuant to an Intellectual Property Purchase Agreement.
Prepared and negotiated Exclusive Distribution Agreement for produce and beverage distribution company.
Represented oil and gas re-refining company with settlement negotiation in connection with asset purchase agreement.
Prepared and assisted with the review of various documents for an oil re-refining company, including a supply agreement and various operating agreements.
Prepared Rescission Offer for Digital Signage Company.
Represented golf services company in connection with a Rescission Offer.
Represented oil and gas company in connection with Joint Venture Agreement.
Prepared Services and Revenue Sharing Agreement for internet based communications company
Reverse Mergers and Sale of AssetsIn April 2024, represented Golden Matrix Group in the completion of the acquisition of
MeridianBet Group
Represented mobile messaging company in connection with the sale of assets

Mergers & Acquisitions

In October 2024, Represented Golden Matrix Group, Inc. in acquisition of controlling interest of a developer and licensor of online gaming platforms
In October 2024, Represented 180 Life Sciences Corp. in acquisition of source code and intellectual property relating to an online blockchain casino
In April 2024, represented Golden Matrix Group in the completion of the acquisition of MeridianBet Group Article
In April 2024, represented Kidpik Corp. in entry into definitive agreement with Nina Footwear Corp.
In January 2023, represented Golden Matrix Group in entry into $300 million acquisition agreement with MeridianBet Group. Article
Represented Vertex Energy in acquisition of refinery and related marine terminal and logistics assets from Shell Oil Article
Represented Golden Matrix Group in acquisition of controlling interest of RKingsCompetitions Ltd.
Represented U.S. Energy Corp. in entry into purchase and sale agreements for consideration of $99.5 million Article
Represented genetic testing company in sale of company
Represented NextPlay Technologies, Inc. in acquisition of HotPlay Enterprise Limited
Represented growth-oriented aerosol and manufacturing company in acquisition of equipment and seller’s know-how relating to the manufacture of cannabinoid isolates
Represented Nasdaq technology leader in the travel and vacation rental markets with acquisitions of companies in the gaming and in-game advertising businesses.
Represented a clinical stage biotechnology company in merger with a special purpose acquisition company (SPAC)
Represented NYSE American company in agreement and plan of merger
Represented Virtual Event Platform Company in agreement and plan of merger with publicly-
traded company
Represented NYSE American oil and gas exploration company in agreement and plan of merger
Represented steel company in $6,150,000 asset purchase agreement
Represented US publicly-traded oil and gas exploration, development and production company in Arrangement Agreement (acquisition) of TSX Venture Exchange oil and gas company
Represented elearning company in acquisition of company providing National Electrical Codes (NECs) to the electrical and construction industries
Represented elearning company in connection with multiple share exchange acquisitions.
Represented oil & gas company in connection with $80 million oil & gas acquisition.
Represented NYSE Mkt. listed oil and gas exploration company in agreement and plan of reorganization.
Represented oil re-refining company in connection with a merger transaction with a publicly traded company.
Represented NASDAQ Capital Market issuer in connection with $30 million acquisition of refining plant and assets.
Represented oil and gas issuer in connection with $20 million oil and gas license acquisition transaction in Kazakhstan.
Represented NYSE Mkt. listed oil and gas company in connection with $22 million acquisition of oil and gas interests.
Represented entity in acquisition of payment processing company and assets.
Represented Limited Liability Company in connection with the acquisition of an oil and gas terminaling facility.

Reverse Mergers & Sales of Assets

Represented OTC Markets company in reverse merger transaction
Represented NYSE American listed company in connection with multistep assignment and assumption of $36.9 million of debt
Represented NYSE American oil and gas exploration company in asset purchase agreement to sell properties and
eliminate debt of approximately $40 million
Represented issuer in connection with acquisition of company owning real estate
Assisted multiple companies with reverse merger transactions of Over-The-Counter Bulletin Board shell companies, including, but not limited to, drafting and reviewing agreements, drafting spin-off agreements, and providing advice and counsel to related parties.
Represented oil and gas company in connection with proxy statement filing, responses to SEC comments, clearance of SEC comments, FINRA notice and approval and related transactions associated with reverse merger of Over-The-Counter Bulletin Board quoted company.
Represented Issuer in connection with reverse merger of a technology and Internet search company into a publicly traded ‘shell company’, a purchase of technology based assets and websites and issuance of over $3 million in secured promissory notes.
Represented various Issuers and prepared documentation, agreements, and disclosures relating to multiple reverse merger transactions of operating companies into publicly traded Over-The-Counter Bulletin Board ‘shell companies.’
Prepared various closing documents and assisted publicly traded prosthetics company in connection with reverse merger/going private transaction with healthcare staffing company.
Prepared documents, negotiated terms, and represented and provided counsel to Issuer in connection with sale of large portfolio of payment systems assets and accounts.
Represented Issuer in connection with sale of Satellite Communications Division.
Represented seller in connection with the sale of a Security Business.
Represented Issuers in connection with the sale of two OTCBB Shell Companies.
Prepared Private Closing Documents in connection with sale of interests in a Chinese Beverage Company.
Prepared various documents in connection with the sale of interests owned in a real estate partnership.

Financing Transactions

Represented Global Acquisitions Corporatoin in $2.5 million private offering
Represented Golden Matrix Group, Inc. in $10,000,000 private offering Article
Represented 180 Life Sciences Corp. in $3.3 million warrant inducement transaction
Represented Mangoceuticals in $1,650,000 private offering
Represented Mangoceuticals in $1,200,000 public offering
Represented Mangoceuticals in $5 million initial public offering Article
Represented Trxade Health in $1.8 million registered offering
Represented EF Hutton as underwriter counsel in $115 million SPAC IPO of Aura Fat Projects Article
Represented EF Hutton as underwriter counsel in $103.5 million SPAC IP of Arogo Capital Acquisition Corp Article
Represented EF Hutton as underwriter counsel in $103.5 million SPAC IPO of Inception Growth Article
Represented Kidpik Corp. in $18 million underwritten IPO
Represented Golden Matrix Group in $3.5 million registered direct offering
Represented Vertex Energy in $155 million convertible senior note offering
Represented Pedevco Corp. in $3.6 million at the market offering
Represented American International Holdings in $2 million convertible note offering
Represented EF Hutton as underwriter counsel in $115 million SPAC IPO of Fat Projects Acquisition Corp.
Represented Pedevco Corp. in $7 million registered direct offering Article
Represented Aesther Healthcare Acquisition Corp. in SPAC IPO raising $105 million Article
Represented 180 Life Sciences Corp. in $15 million private placement
Represented Trxade Health, Inc. in $9 million at the market offering
Represented Pedevco Corp. in $9 million underwritten offering
Represented NextPlay Technologies, Inc. in three underwritten offerings
Represented U.S. Energy Corp. in three underwritten offerings
Represented restaurant company in $2 million private placement
Represented Rapid Therapeutic Science Laboratories, Inc. in $1.9 million private placement
Represented developer and licenser of social gaming platforms, systems and gaming content in $1.8 million private placement.
Represented Nasdaq alternative lodging rental company in $2.0 million registered direct offering
Represented Nasdaq oil and gas company in $1.7 million registered direct offering
Represented Nasdaq oil and gas company in $3.5 million firm commitment underwritten offering
Represented Cohousing company in $4 million offering
Represented web-based pharmaceutical marketplace in underwritten financing transaction raising
approximately $6 million
Represented company in a $9.5 million Rule 506(c) offering in connection with acquiring a
shopping mall
Represented NYSE American oil and gas exploration company in $5 million funding transaction
Represented Nasdaq listed online alternative lodging company and prepared documents in connection with a $2.0 million registered direct underwritten financing transaction
Represented mobile online telemetry company and prepared documents in financing transaction
Represented real estate company and prepared Net Profits Participation Agreement in connection with 120 apartment complexes
Represented real estate company and prepared Net Profits Agreement in connection with townhomes
Represented Nasdaq listed online alternative lodging rental company and prepared documents in connection with an $1.9 million registered direct financing transaction
Represented automobile company in connection with $3.9 million interest rate swap financing transaction
Represented NYSE American oil and gas exploration company in $7.7 million funding transaction
Represented internet based communications company in $2 million senior secured financing
Represented online alternative lodging rental company in $3 million financing transaction
Represented NYSE American oil and gas exploration company in $16 million financing transaction
Represented internet based communications company with $1 financing of senior secured preferred stock.
Represented NYSE MKT listed oil & gas company in connection with $2 million At-The-Market Offering.
Represented Nasdaq listed company in connection with $25 million preferred equity offering.
Represented NYSE Mkt listed oil and gas company in $2.4 million equity financing transaction.
Represented NYSE Mkt listed oil and gas company in $3.22 million financing transaction.
Represented NASDAQ listed company in connection with $17.1 million financing transaction.
Represented issuer in connection with sale of $34.5 million of senior secured notes.
Represented NYSE Mkt. listed oil and gas company in connection with $7.5 million secured loan transaction.
Represented OTCQB listed vehicle leasing company in connection with $9.3 million secured loan transaction.
Represented OTCQB traded coffee company in connection with $2.5 million 3(a)(10) financing transaction.
Prepared private placement memorandum for online automobile dealer bid website.
Prepared private placement memorandum for outdoor lifestyle management company.
Prepared private placement memorandum for building construction and remodeling company.
Represented oil re-refining company in connection with review and entry into $18.5 million credit facility.
Represented oil and gas company in connection with $50 million transaction involving the sale of securities.
Represented publicly traded oil and gas company in connection with $2.5 million secured debt funding, including negotiating and drafting deal documents, preparing certifications, and schedules and assisting and advising the Issuer through the entire funding process from Term Sheet to closing.
Prepared Private Placement Memorandum and related subscription and funding documents for Outdoor Lifestyle company seeking to raise up to $1 million in private funding.
Prepared Private Placement Memorandum for sale of up to $20,000,000 in convertible preferred stock of auto leasing company.
Prepared Private Placement Memorandum for sale of up to $5,000,000 in units consisting of convertible preferred stock and warrants of oil re-refining company.
Assisted preparation of Private Placement Memorandum and closing documents for sale of $25,000,000 in securities in connection with the United States Citizenship and Immigration Service EB-5 Immigrant Investor Program.
Prepared Private Placement Memorandum, Subscription Agreement and related documents and agreements for $1.8 Billion Rule 144A Bond Offering secured by $2.2 Billion in Senior Life Settlements.
Prepared Private Placement Memorandums and offering documents for farm and agricultural for various Limited Liability Companies.
Prepared various offering documents for the management company of a real estate investment trust.
Prepared private placement offering document for a wireless industrial data collection/processing company.
Prepared various private placement memorandums for Regulation D offerings for the sale of interests in multiple limited liability companies.
Represented event planning company in connection with $3.55 million dollar financing.
Represented pediatric prosthetics company in connection with $1.5 million dollar financing.
Represented oil and gas company in connection with $16.2 million dollar financing transaction.
Represented oil and gas company in connection with $5 million dollar financing.
Represented Issuer in connection with $1.5 million dollar financing.
Represented oil and gas company in connection with $40 million dollar financing.
Represented event planning company in connection with $1.25 million dollar financing.
Represented oil and gas company in connection with $8.5 million dollar financing.
Represented oil and gas company in connection with $9.5 million dollar financing transaction.
Represented oil and gas company in connection with $15 million dollar financing transaction.
Represented event planning company in connection with $2.5 million dollar sale of securities and registered resale of such securities.

Market Uplisting/Listing on National Exchange

Represented Mangoceuticals in listing on Nasdaq Article
Represented Golden Matrix Group, Inc. in Nasdaq Capital Market Listing Article
Represented Kidpik Corp. in Nasdaq Capital Market Listing
Represented Aesther Healthcare Acquisition Corp. in Nasdaq Global Market Listing
Represented developer and licenser of social gaming platforms, systems and gaming content in NASDAQ Capital Market uplisting.
Represented Integrated Drug Procurement, Delivery and Healthcare Platform in connection with
NASDAQ Capital market uplisting
Represented Oil and Gas Exploration, Development and Production company in connection with NASDAQ Capital Market uplisting.
Represented online alternative lodging rental company in connection with NASDAQ Capital Market uplisting.
Represented oil re-refining company in connection with NASDAQ Capital Market uplisting.
Represented oil and gas company in connection with NYSE Mkt uplisting.
Represented NYSE Mkt Issuer in connection with multiple acquisition agreements and provided liaison services, applications for additional listings and related services in connection with listing of shares on NYSE Amex.
Represented and assisted various Pink Sheet (OTC Pink) traded companies seeking to engage market makers, file 15c2-11’s and trade their securities on the OTCBB.

SEC Filings & Registration Statements

Prepared S-1 registration statement for 180 Life Sciences
Prepared S-3 registration statement for Vertex Energy, Inc.
Prepared S-3 registration statement for Golden Matrix Group, Inc.
Prepared $100,000,000 S-3 shelf registration statement for Pedevco Corp.
Prepared S-1 registration statement for Lafayette Energy Corp. in IPO
Prepared S-3 registration statement for Vertex Energy
Prepared S-1 registration statement for Mangoceuticals
Prepared S-1 registration statement for 180 Life Sciences
Prepared $500,000,000 S-3 Shelf Registration Statement for Vertex Energy
Prepared $5,000,000 S-1 Registration Statement for Mangoceuticals, Inc. in IPO
Prepared $500,000,000 S-3 shelf registration for Vertex Energy
Prepared $50,000,000 S-3 shelf registration statement for US Energy
Prepared $100,000,000 S-3 shelf registration for Trxade Health
Prepared S-3 Shelf Registration Statement for $300 million for Golden Matrix Group, Inc.
Prepared S-1 registration statement as underwriter counsel for Aura Fat Projects Article
Prepared S-1 registration statement as underwriter counsel for Arogo Capital Acquisition Corp. Article
Prepared S-1 registration statement as underwriter counsel for Inception Growth Acquisition Limited in SPAC IPO for $103.5 million Article
Prepared S-1 Registration Statement for Fat Projects Acquisition Corp. as underwriter counsel in SPAC IPO for $115 million
Prepared S-3 Shelf Registration Statement for $180 million for Golden Matrix Group, Inc.
Prepared S-1 Registration Statement for Aesther Healthcare Acquisition Corp. in SPAC IPO for $105 million
Prepared S-1 Registration Statement for Kidpik Corp. in connection with firm commitment offering
Prepared S-3 Shelf Registration Statement for $500 million for Vertex Energy, Inc.
Prepared S-3 Registration Statement for NextPlay Technologies, Inc. for $100,000,000
Prepared Form S-8 Registration Statement for 180 Life Sciences Corp.
Prepared S-1 Registration Statement for Golden Matrix Group, Inc. in connection with firm commitment offering
Prepared S-1 Registration Statement for Rapid Therapeutic Science Laboratories, Inc. in connection with firm commitment offering
Prepared S-1 Registration Statement for Cipherloc Corp.in connection with $10 million resale registration statement
Prepared S-1 Registration Statements for American International Holdings, Inc.
Prepared $100 million Form S-3 shelf registration statement for Nasdaq integrated drug procurement, delivery and healthcare platform
Prepared S-1 registration statement for Nasdaq issuer in underwritten offering
Prepared $50 million Form S-3 registration statement for Nasdaq oil and gas company
Prepared S-4 registration statement/proxy in connection with merger of clinical stage biotechnology company into a special purpose acquisition company (SPAC)
Prepared Legal Opinion for Form 1-A offering for pharmaceutical company
Prepared Form S-1 resale registration statement for an integrated drug procurement, delivery and
healthcare platform
Prepared Form S-4 registration statement/proxy in connection with merger of NYSE American
oil and gas exploration company with OTC Markets oil and gas exploration company
Prepared Form S-3 registration statement for oil re-refining company
Prepared Form S-1 registration statement in connection with underwritten offering to raise $6.0
million for an integrated drug procurement, delivery and healthcare platform
Prepared Form S-3 shelf registration for $100,000,000 for Nasdaq issuer
Prepared Schedule 14A Proxy Filings and 14C Information Statement filings to approve a variety of items including increasing the authorized shares of stock, approval of a range of a reverse stock split, and stock option plans.
Prepared Form S-1 resale registration statement for online alternative lodging rental company.
Prepared Form S-1 resale registration statement for residential pool construction company.
Prepared Form S-1 registration statement for travel and leisure company in connection with ‘firm commitment’ underwritten offering.
Prepared rescission offer and Form S-1 registration statement for residential pool construction company.
Prepared S-3 Shelf Registration Statement for $75 million for Nasdaq issuer
Prepared S-3 Resale Registration Statement for Nasdaq issuer
Prepared S-3 Shelf Registration Statement for $100 million for NYSE MKT issuer
Brought Internet domain company current with several years of deficient SEC filings.
Brought nursing message board website company current with several years of deficient SEC filings.
Prepared and responded to SEC comments in connection with a Form S-1 filing relating to a simultaneous primary offering, resale offering and spin-off.
Assisted and advised various Issuer’s seeking to file Form 15’s and cease their reporting requirements with the Securities and Exchange Commission.
Prepared numerous Schedule 14A Proxy Filings, Schedule 14C Information Statement filings and related filings for Issuers. Assisted Issuers throughout the entire Schedule14A/14C process from responding to SEC comments, to assisting with the printing and mailing of notices to assistance with annual and/or special meetings.
Assisted in the preparation of a Schedule 14A Proxy Filing for a merger of a public California company and a private Nevada corporation.
Prepared and filed numerous deficient filings relating to a pinksheet traded oil and gas company and worked with such company to obtain a listing on the Over-The-Counter Bulletin Board.
Prepared Form 20-F for Japanese computer software company.
Prepared From S-1 IPO offering for solar energy utility company.
Represented NYSE Mkt. listed oil and gas company in connection with firm commitment underwritten offering of $7.3 million of common stock pursuant to a Registration Statement on Form S-3 and related Prospectus Supplements.
Represented NASDAQ Capital Market listed issuer in connection with firm commitment underwritten offering of $8.6 million of common stock pursuant to a Registration Statement on Form S-3 and related Prospectus Supplements.
Represented NYSE Mkt. listed issuer in connection with sale of $3.4 million in common stock in registered offering pursuant to a Form S-3 and Prospectus Supplement filing.
Represented NYSE Mkt. listed issuer in connection with sale of $1.32 million in registered offering pursuant to a Form S-3 and Prospectus Supplement filing of Units, consisting of shares of common stock and warrants (with a total value of up to $2 million).
Represented doll manufacturer in connection with the preparation and filing of a Resale Registration Statement of convertible notes on Form S-1.
Represented oil and gas machinery and equipment wholesaler in connection with primary offering of registered securities on Form S-1 as part of an initial public offering.
Represented bottled water and beverage manufacturer in connection with Resale Registration on Form S-1.
Represented vehicle leasing company in connection with primary offering of 70 million shares of common stock on Form S-1 Registration Statement.
Represented Issuer in connection with sale of $6 million in registered direct offering pursuant to a Form S-3 and Prospectus Supplement filing, of Units, consisting of shares of common stock and warrants (with a total value of up to $18 million).
Prepared and obtained effectiveness for numerous Form S-1 Registration Statement filings for Issuer’s seeking to go public pursuant to an initial public offering, including Form S-1 Registration Statements for technology and Internet based Issuer’s, consulting companies, mineral extraction and exploration companies, medical consulting and oil and gas extraction companies, among others.
Prepared Form S-1 Registration Statement for mining company.
Prepared Form S-1 Registration Statement for alternative energy company.
Prepared Form S-1 Registration Statement for Restaurant Concepts corporation.
Prepared and gained effectiveness of Form S-1 Registration Statement for oil and gas company.
Prepared Form F-1 Registration Statement in connection with a Chinese wireless value-added services company.
Prepared and gained effectiveness of a Form S-1 Registration Statement for a development stage mineral exploration company.
Prepared and gained effectiveness of a Form S-1 Registration Statement for a medical event services planning company.
Prepared a Form S-1 Registration Statement for a wireless service company.
Prepared and gained effectiveness for Form S-1 Registration Statement for woman’s handbag and accessories design company.
Prepared Spin-Off Form S-1 Registration Statement for coil tubing company.
Prepared Spin-Off Form SB-2 Registration Statement for coil tubing company.
Prepared Registration Statement (IPO) for a Russian oil company.
Prepared Registration Statement (IPO) for a biopharmaceutical company.
Prepared Registration Statement to register the resale of $11 million dollars in securities for a resort and real estate company.

Regulatory Compliance, Investigation & Enforcement

Represented Lottery.com, Inc. in appeal to maintain Nasdaq listing
Represented 180 Life Sciences Corp. in appeal to maintain Nasdaq listing
Represented, advised and prepared documents for Texas limited liability company in connection with proxy solicitation and approval of plan of conversion to a Texas corporation
Represented individual in connection with SEC Enforcement and U.S. Attorney action.
Prepared confidentiality request with the SEC and obtained confidential treatment for several material agreements required to be filed with the SEC.
Assisted issuer in connection with issues regarding Form S-3 eligibility and issues associated with inadvertent late Form 8-K filings.
Prepared SEC request for waiver of requirement to present entire financial statements of acquired business.
Researched issues, analyzed laws and regulations and prepared no action letter to Texas Securities Division in connection with an Issuer’s issuance of shares exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The Issuer subsequently received a no action letter from the Texas Securities Division in connection with such request.
Assisted numerous Issuers with providing FINRA notice of and corresponding with FINRA in connection with proposed name changes, stock splits and other material corporate changes under FINRA’s newly adopted notice rules.
Represented issuer in FINRA investigation.
Represented issuer in SEC enforcement action.
Represented former Director in SEC enforcement investigation.

Litigation & Employment Issues

Represented Executive Officers in preparation of employment agreements
Represented company in successful mediation with Texas Workforce Commission regarding employment discrimination
Represented company in successful Appeal with Texas Workforce Commission regarding unemployment benefit claim
Preparation of Petition and Request for Temporary Restraining Order for publicly-traded company
Represented doctor in Breach of Contract action
Represented OTCQB company in shareholder suit
Represented private company in interpleader action regarding stock
Represented private company in interpleader action regarding wind turbines.
Represented “green” car manufacturer in connection with litigation associated with change of control and Board of Directors transactions, disagreements between Board of Directors and majority shareholders and allegations of corporate malfeasance and securities violations.
Represented issuer in connection with action to unfreeze bank account and release funds improperly subject to a Writ of Garnishment.
Negotiated settlement of various lawsuits and helped wireless service company successfully negotiate and affect a change in control transaction.
Assisted issuer with various employee and termination issues, preparation of settlement, termination, and exit agreements.
Prepared and negotiated settlement agreement of former officer of privately held holding company.
Prepared and negotiated various settlement and release agreements for former employees of publicly traded technology company.