Speakers at The PIPEs Conference

Jenn Calabrese began her career at KPMG, LLP specializing in the Information, Communications and Entertainment industry, amassing knowledge and experience that would guide her life’s work. Jenn also spent several years working for publicly traded companies, serving as Corporate Controller, Director of Accounting and SEC Reporting, Executive Vice President of Finance and Chief Financial Officer.

She specializes in SEC financial reporting, compliance, and consulting services to facilitate the reporting between auditors and public companies on behalf of clients. Jenn founded Calabrese Consulting, LLC (“CCL”) in 2012, a minority/woman-owned, full-service accounting and advisory firm which currently employs over 50 employees, serving more than 350 clients around the world. She applies a hands-on approach that stems from her tenure on both the client and audit sides, and exemplifies her dedication to her craft.

Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a focus on developing innovative securities programs for entrepreneurs, like SPACs, PIPEs, and Crowdfunding. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance, as well as strategic initiatives and general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process.

In the last several years, he has been involved at various stages in numerous registered public offerings, including several hundred financings and, with other members of his firm, hundreds of private placements into public companies, representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his firm, Mr. Ellenoff has been involved at various stages with over 1,000 registered blind pool offerings (commonly referred to as “SPACs”). In addition to the firm’s IPO experience with SPACs, he has been involved with hundreds of SPAC M&A assignments. The firm represents nearly 100 public companies with respect to their ongoing Exchange Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing regulatory compliance.

Mr. Ellenoff is routinely requested to be a panelist and presenter at industry conferences.

Richard A. Friedman is a capital markets lawyer who primarily advises U.S. and foreign issuers and underwriters on private and public offerings and exchange listing matters. For more than 39 years, he has guided small and emerging companies and underwriters through initial public offerings, secondary offerings and post-IPO capital raises, helping growth-stage businesses in a wide variety of industries access the public markets as capital needs evolve.

Operating companies and development-stage issuers rely on Richard’s experience and counsel to efficiently structure and solve issues and provide value-added services, allowing them to access capital, whether in fully marketed public offerings or alternative capital-raising structures, including PIPEs, registered direct offerings (RDs), confidentially marketed public offerings (CMPOs) and at-the-market (ATM) programs.

Arti Gandhi serves as the Director of iXBRL Operations and leads Business Development at The Nuvo Group. She possesses a robust background in formulating and executing effective sales strategies that drive revenue growth and broaden her client base. Before her tenure at The Nuvo Group, which began in 2021, she dedicated fifteen years to capital markets and corporate compliance positions at S2 Filings and PR Newswire/Vintage Filings.

Marc Indeglia is a partner and co-chair of Glaser Weil’s Corporate Department. For 30 years, Marc has provided personalized counsel, representation and advice rooted in a principled approach designed to give each client the individualized attention needed to achieve results. His practice focuses on securities, financings, mergers and acquisitions, and general corporate representation. He has represented public and private companies and financial institutions such as broker-dealers, investment banks, venture capitalists, private investment funds and family offices.

Marc has extensive experience in representing clients on a variety of corporate financing transactions, including public offerings, SPAC and reverse merger transactions, PIPE offerings, venture and private equity financings, private placements, and other private financings. In addition, he represents and advises companies regarding mergers, acquisitions, divestitures, spinoffs, reorganizations, restructurings and recapitalizations. He routinely advises clients regarding securities law and public reporting requirements, corporate governance, Sarbanes-Oxley compliance, stock exchange listings and compliance, entity selection and formation, executive compensation, fiduciary obligations, ethics, and general corporate matters.

Ele Klein leads McDermott’s shareholder activism practice and serves on the firm’s Management Committee, advising clients on activism, M&A, securities law and regulatory compliance. He represents activists, companies and investment banks in corporate governance and control matters, including proxy contests and defensive strategies. He also guides PIPEs, IPOs, secondary offerings, venture capital financings and complex securities trading and reporting issues for major investment groups and banks in the United States and abroad.

Ele is recognized as a 2022 American Lawyer “Dealmaker of the Year” for his work at Exxon Mobil for Engine No. 1, the largest proxy fight in history, which resulted in the addition of three directors to the ExxonMobil board of directors. He is also ranked as a leading lawyer in Chambers USA, The Legal 500 US, New York Super Lawyers – New York Metro Top 100 and Super Lawyers Business Edition.

Ele has served as a moderator and speaker at numerous conferences and events addressing shareholder activism, regulatory and reporting issues, PIPEs, M&A deals, the capital markets and other topics of interest to the alternative investment industry. He is a regular contributor to the Shareholder Activism Insight report and The Activist Investing Annual Review, produced annually by Activist Insight in association with Schulte.

Joseph M. Lucosky is the founding and managing partner of Lucosky Brookman LLP and oversees both the transactional and litigation departments. Mr. Lucosky has a broad multidisciplinary practice that includes extensive experience in litigation and dispute resolution, regulatory investigations (including FINRA and SEC matters), negotiated mergers and acquisitions; domestic and cross-border investments/joint ventures; the representation of private equity; venture capital and other private investment funds, placement agents and underwriters; securities offerings; private and public financings (including secured and unsecured lending); bankruptcy transactions; real estate matters; and various other types of commercial transactions. In addition, he counsels corporate boards, board committees (including special committees) as well as being a personal adviser to many entrepreneurs, business leaders and corporate executives. He has counseled clients on significant litigation, regulatory and transactional matters across a number of industry sectors.

As President & Chairman of Continental, along with 40 years of industry experience, Steven plays a key role in the company’s operations, client initiatives and strategic direction. A magna cum laude graduate of Brandeis and NYU Law Review honoree, he has practiced law at Simpson Thacher & Bartlett and served as a Federal prosecutor. He chairs the Securities Transfer Association’s Legal Committee and serves on the Board of Directors as Vice President, driving meaningful industry change.

Mitch Nussbaum is co-chair of Loeb & Loeb. He focuses on representing emerging growth companies and investment banks in initial public offerings of operating companies and SPACs, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). Mitch also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. He also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in hundreds of SPAC public offerings and business combinations for over 20 years. Mitch was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.

Rob Quick is a Partner at RRBB with more than 30 years of public accounting experience advising public and private companies. A leader within the firm’s SEC Practice Group, he oversees audit quality, provides guidance on complex accounting and reporting matters, and leads audit and SEC reporting engagements. Rob is recognized for helping management teams and boards navigate technical accounting issues, regulatory requirements, and strategic financial reporting decisions.

Rajiv Radia is a Partner and Head of the Public Company Advisory Group at Whiteford, where he advises on securities offerings and public company matters. He represents issuers and underwriters on IPOs, follow-on offerings, and uplistings, and counsels publicly traded companies on securities compliance, SEC reporting obligations, and corporate governance best practices for officers and directors. He also advises on private securities offerings, including Regulation A and Regulation D transactions.

Steven Skolnick has extensive legal experience focusing on capital markets transactions and securities law matters, representing public companies, investment banks, and investors. Steven also handles strategic mergers and acquisitions, representing both public and private companies.

When managing public and private securities offerings, Steven identifies and mitigates potential roadblocks, ensuring that transactions move forward quickly. Issuers, underwriters, and investors all appreciate Steven’s informed perspective, diplomacy, and ability to expedite transactions.

Steven’s involvement with capital markets transactions touches upon nearly every industry sector. He frequently handles IPO transactions, follow-on public offering deals, CMPO transactions, Special Purpose Acquisition Companies (SPACs), registered direct offerings, ATMs, PIPE deals, convertible equity transactions, and debt offerings.

Steven’s track record of success in the life sciences sector makes him an essential team player for life sciences transactions. He works with leading investment banks that concentrate in this industry, deftly handling public offerings of biopharmaceuticals and medical technology companies, as well as other transactions.

Steven often serves as an advisor to corporate companies and their boards on matters such as SEC compliance, disclosure issues, and corporate governance. He also counsels clients on federal securities law, as well as rules and regulations pertaining to the Financial Industry Regulatory Authority, Nasdaq, and the New York Stock Exchange.

Joe Tonnos has over 15 years of principal investing, capital markets and M&A experience while also being a seven-time SPAC sponsor. Mr. Tonnos currently serves as a Managing Director at Roth Capital Partners, where he leads the special situations investment banking team with a focus on SPACs and is also Co-President of Roth Principal Investments. Prior to joining Roth, Joe was a Principal and Associate Portfolio Manager at Meteora Capital, an investment advisor specializing in SPACs and structured equity investments. Mr. Tonnos has significant experience as a SPAC sponsor and investor throughout the capital structure of SPAC transactions. He previously also worked at Mistral Equity Partners after starting his career in investment banking at Lazard and BofA Merrill Lynch. Joe earned an M.B.A. and B.S. in Finance from Niagara University.

Jonathan Weiner is a partner at Katten in the Capital Markets practice group. He advises investors, issuers, management teams, underwriters, investment banks, buyers and sellers on corporate finance transactions across the corporate life cycle, including growth-stage investments, post-IPO transactions, tender offers, mergers and acquisitions, joint ventures and other strategic transactions.

Jonathan works with private equity funds, venture capital funds, alternative lenders, strategic investors, growth-stage companies and public companies across a range of industries. He designs investment structures that align with clients’ economic, liquidity and governance objectives, and helps them navigate US securities laws and stock exchange requirements.

With experience on both sides of transactions, Jonathan brings a practical understanding of investor and company priorities. He helps investors structure commercially acceptable investments and advises companies with a focus on market terms, future capital-raising needs and long-term growth.

Alex Weniger-Araujo is a transactional partner whose practice is focused on corporate finance, venture finance, corporate governance, and general corporate law matters.

He represents both foreign and domestic emerging growth and high-technology issuers and investors in equity crowdfunding, public and private offerings and mergers and acquisitions transactions, including SPAC IPOs, business combinations (de-SPAC) and PIPE financing transactions, and advises clients on public reporting requirements for issuers and shareholders.

Alex brings a distinctive background to his securities practice. Before entering private practice, he led product development for a legal technology company, founded a real estate analytics SaaS platform, and served as general counsel at a New York-based venture development firm focused on Seed to Series-A stage companies. That entrepreneurial experience informs his counsel to growth-stage companies and the sponsors and investors that work alongside them.

Morris C. Zarif, Esq. is the Founder and Managing Partner of Zarif Law Group P.C., a corporate and securities law firm serving clients globally from its main offices in New York and New Jersey. He leads the firm’s mission to empower businesses through strategic, high-impact legal guidance — from startup inception to public-company milestones and complex M&A transactions.

Drawing on experience honed at some of the country’s leading corporate and securities law firms, Mr. Zarif brings big-law sophistication to the mid- and micro-capital markets and M&A fields. His practice focuses on guiding issuers, investors, and corporate boards through the full spectrum of transactional and regulatory matters, including:

Mr. Zarif earned his LL.M. in Securities and Finance from Georgetown University Law Center, his Juris Doctor from Brooklyn Law School, and a Master’s degree in International Relations from Eichmann University in Israel. Under Mr. Zarif’s leadership, Zarif Law Group P.C. is recognized for delivering tailored, business-focused solutions that align legal strategy with each client’s growth objectives. The firm partners closely with entrepreneurs, investors, and established enterprises alike — providing precise, proactive, and trusted counsel at every stage of the business lifecycle.

• Capital Markets & Securities
• Private Placements & Exempt Offerings
• Public Company Transactions & Regulatory Compliance
• SPACs, Up-Listings & Cross-Listings
• Mergers & Acquisitions
• Corporate Governance & Financing