ipos are on pace for best year since 2000

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The U.S. market for initial public offerings may be on pace for its best year since 2000, market watchers say. The IPO market has produced 188 IPOs worth $40 billion so far this year, a 44% increase in deals com- pared with 2013, according to data from Renaissance Capital. A backlog of up to 100 more IPOs could raise an- other $40 billion, the research firm said. The number of companies filing for IPOs has already surpassed last year’s total with 261 such filings, com- pared to 256 last year. “Only 34 more offerings are needed for 2014 to sur- pass 2013 as the busiest year for IPOs since the tech bubble, a milestone we expect to reach by the end of October,” the research firm said in its “Fall 2014 U.S. IPO Preview” published Sept. 3. To be sure, Chinese e-commerce giant Alibaba Group Holding Ltd.’s IPO is expected to raise about $24.3 billion, or about half the $40 billion forecast, and may help revive interest in tech IPOs. Chinese online retailers JD.com Inc. and Jumei In- ternational Holding Ltd. have gained 72% and 44% re- spectively since their IPOs, Renaissance Capital noted, “indicating that investor interest in e-commerce is al- ready hot.” In addition to Alibaba, two other large e-commerce companies Cnova NV, which is being spun off by French retailer Groupe Casino, and Wayfair Inc. are planning IPOs in the fourth quarter. Cnova’s may raise as much as $1 billion and Wayfair’s as much as $350 million. The interest in e-commerce IPOs may help revive interest in going public by companies such as Box Inc., which decided to delay their IPOs after the market sell- off in March and April. Box, the cloud-based computing company, received a $150 million investment from TPG in July. Its IPO may raise as much as $150 million. “Box is one of a number of enterprise software IPOs that appear ready to launch, likely encouraged by the year’s best performing IPO, Zendesk (up 200%),” Re- naissance Capital said. Other tech areas that should see increased IPO ac- Complete index to the latest news page 2 Fueled by the anticipated initial public offering of Alibaba Group Holding Ltd., a renewed wave of investor interest has swept into U.S.-registered Chinese companies. Such companies have raised $4.43 billion in 35 private-investment-in-public-equity transactions this year, compared to $276.8 million in 13 PIPEs last year, according to PrivateRaise, The Deal’s data service that tracks the PIPE market. Those figures exclude transactions that raised less than $1 million. “Everything ultimately comes back to Alibaba,” said Peter Fuhrman, CEO of China First Capital, an invest- ment bank in Shenzhen, China. Alibaba’s imminent IPO has increased investor awareness that all things related to Internet shopping in China could be a “money-spinner,” Fuhrman said in an e-mail. “Pretty much all the China IPOs in US this past 12 months have been internet-related. Now comes the Daddy of them all,” he wrote. “This perception of a boom of titanic proportions in online shopping in China is well-founded. The challenge for US investors is whether the companies that have gone public, with exception of Alibaba and to a lesser extent Jingdong will be able to scale up and make real money over time in China.” Investment in China PIPEs grows BY BILL MEAGHER IN THIS EDITION CHINA continued on page 5 > BY DAN LONKEVICH CHINESE ELECTRIC CAR MAKER KANDI RAISING UP TO $101M Chinese electric car maker Kandi Technologies Group Inc. could raise up to $101 million in a registered direct offering of stock and warrants to institutional investors. Jinhua-based Kandi will initially place nearly 4.13 million shares priced at $17.20 each to raise $71 million. That was a 10% discount to the price where the stock closed the previous day. Kandi shares, which trade on Nasdaq under the symbol KNDI, fell $1.28 to $17.84 after the deal was announced. The company will also issue 17-month warrants to purchase up to 743,024 shares for $21.50 each. The warrants are subject to a blocker provision to prevent an investor from owning more than a 9.99% stake in Kandi. page 08 IPOS continued on page 4 > IPOs on pace for best year since 2000 Up to $40 billion in pipeline NEWS, INFORMATION AND ANALYSIS OF SMALL CAP EQUITY FINANCE TUESDAY SEPTEMBER 9, 2014 VOLUME III, NO. 30 close print back < index > cover search view

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Page 1: IPOs are on pace for best year since 2000

The U.S. market for initial public offerings may be on pace for its best year since 2000, market watchers say.

The IPO market has produced 188 IPOs worth $40 billion so far this year, a 44% increase in deals com-pared with 2013, according to data from Renaissance Capital.

A backlog of up to 100 more IPOs could raise an-other $40 billion, the research firm said.

The number of companies filing for IPOs has already surpassed last year’s total with 261 such filings, com-pared to 256 last year.

“Only 34 more offerings are needed for 2014 to sur-pass 2013 as the busiest year for IPOs since the tech bubble, a milestone we expect to reach by the end of October,” the research firm said in its “Fall 2014 U.S. IPO Preview” published Sept. 3.

To be sure, Chinese e-commerce giant Alibaba Group Holding Ltd.’s IPO is expected to raise about $24.3 billion, or about half the $40 billion forecast, and may help revive interest in tech IPOs.

Chinese online retailers JD.com Inc. and Jumei In-

ternational Holding Ltd. have gained 72% and 44% re-spectively since their IPOs, Renaissance Capital noted, “indicating that investor interest in e-commerce is al-ready hot.”

In addition to Alibaba, two other large e-commerce companies Cnova NV, which is being spun off by French retailer Groupe Casino, and Wayfair Inc. are planning IPOs in the fourth quarter. Cnova’s may raise as much as $1 billion and Wayfair’s as much as $350 million.

The interest in e-commerce IPOs may help revive interest in going public by companies such as Box Inc., which decided to delay their IPOs after the market sell-off in March and April.

Box, the cloud-based computing company, received a $150 million investment from TPG in July. Its IPO may raise as much as $150 million.

“Box is one of a number of enterprise software IPOs that appear ready to launch, likely encouraged by the year’s best performing IPO, Zendesk (up 200%),” Re-naissance Capital said.

Other tech areas that should see increased IPO ac-

Complete index to the latest news page 2

Fueled by the anticipated initial public offering of Alibaba Group Holding Ltd., a renewed wave of investor interest has swept into U.S.-registered Chinese companies.

Such companies have raised $4.43 billion in 35 private-investment-in-public-equity transactions this year, compared to $276.8 million in 13 PIPEs last year, according to PrivateRaise, The Deal’s data service that tracks the PIPE market. Those figures exclude transactions that raised less than $1 million.

“Everything ultimately comes back to Alibaba,” said Peter Fuhrman, CEO of China First Capital, an invest-ment bank in Shenzhen, China.

Alibaba’s imminent IPO has increased investor awareness that all things related to Internet shopping in China could be a “money-spinner,” Fuhrman said in an e-mail.

“Pretty much all the China IPOs in US this past 12 months have been internet-related. Now comes the Daddy of them all,” he wrote. “This perception of a boom of titanic proportions in online shopping in China is well-founded. The challenge for US investors is whether the companies that have gone public, with exception of Alibaba and to a lesser extent Jingdong will be able to scale up and make real money over time in China.”

Investment in China PIPEs growsby bill meagher

i n t h i s e d i t i o n

China continued on page 5 >

by dan lonkevich

chinese electric car maker kandi raising up to $101m Chinese electric car maker Kandi Technologies Group Inc. could raise up to $101 million in a registered direct offering of stock and warrants to institutional investors. Jinhua-based Kandi will initially place nearly 4.13 million shares priced at $17.20 each to raise $71 million. That was a 10% discount to the price where the stock closed the previous day. Kandi shares, which trade on Nasdaq under the symbol KNDI, fell $1.28 to $17.84 after the deal was announced. The company will also issue 17-month warrants to purchase up to 743,024 shares for $21.50 each. The warrants are subject to a blocker provision to prevent an investor from owning more than a 9.99% stake in Kandi.page 08

ipos continued on page 4 >

IPOs on pace for best year since 2000Up to $40 billion in pipeline

N e w s , I N f O r m a t I O N a N d a N a l y s I s O f s m a l l C a P e q u I t y f I N a N C e

TUESDAY

SEPTEMBER 9, 2014

VOLUME III, NO. 30

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Page 2: IPOs are on pace for best year since 2000

INDEX

MARKET UPDATE01 U.S. IPOs are on pace for best year since 2000.

01 Investment in China PIPEs grows.

07 Kardashian licensee receives default notice.

DEALFLOW08 Chinese electric car maker Kandi raising up to $101 million.

08 Blue Jeans has IPO in its back pocket.

08 Wet Seal replaces CEO, announces financing.

09 SPAC Sino Mercury raises $40M in IPO.

09 Nabsys raises $25.5M for genome analysis technology.

10 Harvest gets $75M ATM from Raymond James.

10 Life settlement investor GWG increases IPO to $16.9M.

REGULATORY UPDATE11 SEC bans accountant in settlement over Fox Petroleum audits.

DATES & DEADLINES12

SMALL CAP EQUITY FINANCE ACTIVITY13

ISSUER INDEX27

14 Wall Street, 15th Floor New York, NY 10005

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E: [email protected]

The DealFlow Report® is published on Tuesday of every week, except the Tuesdays following New Year’s, Independence Day, the first week of August, Thanksgiving, and Christmas (47 issues). The DealFlow Report is a trademark of The Deal. Data is provided by PrivateRaise, a service of The Deal, unless otherwise noted.

All rights reserved. © 2014 The Deal. Printing more than one copy or photocopying multiple versions of this newsletter without a multiple copy license is illegal and strictly prohibited. The Deal actively monitors abuse of this policy. Violations can result in the termination of your subscription without refund or recourse and could subject you to civil and/or criminal penalties. For information on how to obtain multiple or group licenses, please contact The Deal’s Subscription Sales Department at the number or email address listed above.

The DealFlow Report is a general-circulation publication. No data herein should be construed to be recommendations to purchase, retain, or sell securities, or to provide investment advice of the companies mentioned or advertised. No fees are accepted for publishing any editorial information. The Deal, its subsidiaries, and its employees may, from time to time, purchase, own, or sell securities or other investment products of the companies discussed or advertised in this

publication.

For use by original recipient only. It is illegal to forward or otherwise distribute without permission.

Editor-in-Chief ADAm STEINhAUER ([email protected])

Managing Editor mEghAN LEERSkOV ([email protected])

Senior Editors DONNA hOROWITz ([email protected])

DAN LONkEVICh ([email protected])

Associate Editors BILL mEAghER ([email protected])

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Researchers ROgER DENT ([email protected])

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2 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

Page 3: IPOs are on pace for best year since 2000

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THE DEAL ECONOMY EVENT

The unique annual, invitation-only gathering of the Deal Economy’s most senior

financial investors, corporate acquirers, advisors and intermediaries to discuss the

outlook and opportunities for dealmaking in 2015.

Whether in-person at the NASDAQ MarketSite or online via the live video stream,

mark the date in your calendar to benefit from the thoughts and perspectives of the

exceptional speaker roster.

To learn how your organization can support and participate in this exclusive gathering,

please contact Emily Newman at 212-321-5565 or by email at [email protected].

Predictions & PersPectiVes for 2015december 4, 2014 NASDAQ MARKETSITE, NEw YoRK CIT Y

VIEW SPEAKERS & AGENDA

Photos From Last Year ’s Event

UNDERWRITERSTDEeVent

Announc I nG . . .

Page 4: IPOs are on pace for best year since 2000

MARKET UPDATE

tivity are security software companies such as Cyber-Ark Software Ltd. and Good Technology Corp. and marketing software companies such as HubSpot Inc. and Yodle Inc., the research firm said.

TPG’s investment in Box is a reminder that private equity firms continue to play a huge role in the health of the IPO market. Private equity funds are currently backing 46 IPOs that could raise $15 billion, Renaissance Capi-tal said.

The biotech industry has also contributed to the hot IPO market and is likely to continue doing, driven by “positive clinical trial results and recent M&A activity,” Renaissance said.

Rhythm Holding Co. LLC, a developer of treatment for gastrointestinal diseases and metabolic disorders, and Civitas Therapeutics Inc., a developer of treatments for Parkinson’s disease, both recently filed for $86 million IPOs. Calithera Bioscioences Inc., a developer of cancer drugs, filed for an $80 million of-fering, and ProQR Therapeutics BV, a Dutch developer of drugs for treating lung ailments such as cystic fibrosis, filed for a $75 million offering.

In addition, the research firm said it expects the financial and energy sectors to produce a number of IPOs in the fourth quarter.

“The financial sector has been active in the IPO market this year despite relatively poor performance (the group averages only a 4% return),” the research firm said.

Commercial bank Citizens Financial Group Inc.’s IPO may raise as much as $3 billion, while real estate investment trust Paramount Group Inc.’s IPO could raise $2.5 billion.

In contrast to underperforming financial IPOs, energy IPOs have generally outper-formed the broader market this year, Renais-sance Capital said.

“The strong reception seen by midstream MLPs should help the six in the pipeline in-cluding spinoffs from Shell and Dominion. Blackstone-backed spinoff Vivint Solar should also see interest after the success of 2012’s IPO SolarCity.”

Investment bankers including Bill Buchan-an, head of investment banking at New York-based BTIG LLC, and Christopher Marlett, CEO of Dallas-based MDB Capital Group LLC, both

say the IPO market is on target for a strong fin-ish to the year despite headwinds that include growing geopolitical risks in Ukraine, Syria, Iraq and Israel.

“It is highly likely we will end the year as strongly as it started” for several reasons, said BTIG’s Buchanan.

Firstly, he said because of “the Federal Reserve’s relatively benign stance on interest rates and apparent view of a middling recovery, we’re not likely to see any jarring movement.”

Secondly, he said with the stock market strong, “M&A activity is in full swing, which has the effect of removing companies from the investment pool and thereby opens up room for new entrants,” he said. “That’s been a clear trend in life sciences.”

“On balance, even without Alibaba, we should have a record breaking year,” he said.

Among the few things that could trip up the IPO market is a return of high volatility.

“All the unrest in the world hasn’t really af-fected our markets,” Buchanan said. “It’s sur-prising we haven’t had more repercussions, but we haven’t. It can always get worse.”

The fact is the Chicago Board Options Ex-change’s Volatility Index “keeps coming down,” he said. “It means investors are sitting tight on their positions. The investing world is getting clearly comfortable statistically. The U.S. still exists as a safe haven. And IPOs still represent a good way to get alpha in this environment.”

MDB Capital’s Marlett also is optimistic.“I don’t think the geopolitical situation ever

has a big effect on IPOs,” he said. “It would take something much more catastrophic” than any of the current conflicts to effect the public offering market.

“We’ve been conditioned by things that seem catastrophic at the time like 9-11 and the financial crisis,” he said.

But even the effects of those events were temporary and the nation and economy have proven themselves to be resilient, Marlett said.

“If Putin sent a nuclear missile somewhere we’d have some problems,” he said. “Short of that happening, we shouldn’t have any prob-lems.”

In the meantime, Marlett said the revival of IPOs has brought interest from investors who have rarely invested in new offerings in the past.

“I’ve been getting calls from guys I haven’t heard from in years wanting to participate in our IPOs,” he said. “It’s bordering on a mania.”

Eventually, the number of IPOs will exceed demand.

For now, however, “I don’t get the sense we’re near that,” Marlett said. “We’re not any-where near the end of the cycle.”

Several securities attorneys echoed the bankers’ assessment.

“There is no doubt that everyone, even the IPO bankers themselves, are keeping one eye on their screens with a focus on political news, but the other eye is on the markets, and the continuing ability to bring technology compa-nies to market,” said Mitchell Littman, a part-ner with the law firm of Littman Krooks LLP in New York, in an e-mail.

“My understanding is that even during the latest hostilities with Hamas, a number of Is-raeli tech companies were able to complete their IPOs. So while there is focus and atten-tion on the macro, the micro is winning out and deals are getting done.”

In early August as Israeli troops battled Hamas forces, three Israeli tech or biotech companies went public: Mobileye NV, a devel-oper of collision avoidance technology, raised $890 million, while regenerative medicine spe-cialist MacroCure Ltd. raised $54 million, and

< ipos from page 1

CoNTiNUED >

proskauer partner stuart bressman

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4 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

Page 5: IPOs are on pace for best year since 2000

MARKET UPDATE

JD.com Inc., which is also known as Jing-dong, raised $1.78 billion in its IPO in May.

The Internet in China is oligopolistic, Fuhrman said, with most of the spoils divided between search engine provider Baidu Inc., Ali-baba and portal operator Tencent Holdings Ltd., known collectively as “BAT.”

All of the China-based companies that have received financings this year are either listed on the Nasdaq or New York Stock Exchange. Last year, three of the deals financed companies not traded on a major exchange.

The scale of transactions has shifted as well. In 2013, the biggest deal during an eight-month period was by Prime Acquisition Corp., a special purpose acquisition company that raised $130 million. This year there have been nine transac-tions that raised more than that figure.

The smallest deal this year was for $1 million and the biggest was a $1.1 billion private place-ment of stock. it went to Youku Tudou Inc., an Internet television company.

The structure of the financings has also shifted. In 2013, all of the PIPEs consisted of common shares. This year, 20 of the deals were for common shares, with 13 of the transactions involving convertible debt or convertible pre-ferred stock, one at-the-market offering facility and a single equity line.

“A lot of the deals that are getting done are heavily burdened by warrants. There is a pre-mium that these companies are paying for the financings,” said Drew Bernstein, principal with

New York-based audit firm Marcum Bernstein & Pinchuk LLP. The firm has four offices in China.

Bernstein is an independent director for the north China paper manufacturer Orient Paper Inc., which recently completed a $2.5 million private placement arranged by H.C. Wainwright & Co. LLC. Orient Paper sold shares for $1.60 each on Aug. 27. That was a nearly 20% discount to where its stock was trading at the time. The company also agreed to sell five-year warrants that will allow investors to buy 781,250 shares for $1.70 each.

In 2013, the only major investment bank in-volved in placing deals was Barclays Capital plc, and no bank did more than one deal. This year, Credit Suisse Securities (USA) LLC has done five financings totaling almost $900 mil-lion. Citigroup and Deutsche Bank each did four deals and JPMorgan did three. H.C. Wainwright and FT Global Capital Inc. did three placements each. Morgan Stanley completed a pair of pri-vate placements.

“The bigger banks are doing the really big deals” now that Roth Capital Partners LLC and defunct Rodman & Renshaw LLC are no longer doing business in China, said Patrick Ko, presi-dent of Atlanta-based FT Global Capital, an in-vestment bank that specializes in China deals. “The two gorillas are no longer in the room.”

FT Global has raised $88 million in a trio of deals—two of them for Jinhua-based electric car maker Kandi Technologies Group Inc. worth $82 million.

Ko said he thinks the rise in China PIPE in-vestment has more to do with the companies

seeking financing than the hot IPO market. “I am not an IPO expert, but I don’t think

American investors have ever really understood China very well,” he said. “Before 2010, China was hot and everybody wanted to invest. And since then, it has been shunned. But most of these companies are technology and solar com-panies, and investors know more about those sectors.”

Eleven IPOs by China-based companies have priced in the U.S. this year, with a majority of the companies focused on technology, accord-ing to data from Dealogic plc. The offerings have raised $3.6 billion. According to media reports, Alibaba may price its $24.3 billion IPO the week of Sept. 8.

Steve Dickinson, a partner with Seattle-based law firm Harris Moure PLLC, has a dif-ferent take on why there has been an influx of investment in China companies.

“There is too much hot money out there and China is a black hole in terms of information. It can be anything you want it to be,” he said. “I don’t think it has anything to do with IPOs. The essence of investing is that you have an accurate view of your target. In China, that is impossible.”

Dickinson represents foreign companies that do business in and with China.

Investment in China-based companies has decreased since 2010 when there was a wave of fraud allegations against Chinese companies that had gone public through reverse merg-ers. Those included claims against Sino-Forest

< china from page 1

Bio Blast Pharma Ltd., a developer of treat-ments for rare genetic conditions, raised $35.2 million.

“I don’t think the geopolitical problems have had an effect yet,” said Stuart Bressman, a partner with the law firm Proskauer Rose LLP in New York.

“We really haven’t had a robust IPO market since April 2000. There’s been a lot of pent up demand. What’s driving it is good fundamen-tals and companies with good earnings. The geopolitical issues aren’t that serious.

“I don’t see an end to it anytime soon,”

Bressman said. “I see a pause. I think we’re due for a 10% correction, but it will be tem-porary.”

The positive outlook is not shared by every-one, however.

“What they’re describing is perfection,” said Jack Hogoboom, a partner with the law firm of Lowenstein Sandler LLP, who special-izes in IPOs by life sciences companies, in an interview. “If everything is perfect, that’s what might happen. It’s still early in September and it’s hard to feel so confident.”

Hogoboom said there were a number of deals attempted in July and early August that couldn’t get done.

“I don’t have a strong feeling that the mar-ket has the same appetite for life sciences IPOs as it did in the first quarter,” he said. “Things have gotten a lot more challenging in life sci-ences. I get the sense there’s fatigue.”

As evidence of the fatigue, Hogoboom cited the run up in valuations of life science compa-nies in the first quarter before the sell-off in late March.

“If you look at valuations, there were some life sciences companies that went up and gave a lot of it back in the summer.

“It doesn’t have the feel of a frenzy that you had at the beginning of 2014,” he said. “There’s been a leveling off of activity.” n

< Previous

conTinueD >

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5 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

Page 6: IPOs are on pace for best year since 2000

MARKET UPDATE

Corp., which filed for bankruptcy in Canada after being accused of over-stating its timber assets and revenues, and Longtop Financial Technologies Ltd., a Hong Kong software company that exaggerated its profit margins.

“The recent IPOs have all been prop-er ones, with real underwriters and Big Four accountants, not the back-door IPOs that once proliferated,” Fuhrman said. “These back-door deals are where most of the problems have surfaced. So, it’s also a ‘flight to quality.’”

Deals with mainstream underwrit-ers and Big Four accountants are also sometimes exposed as frauds or tar-geted by investors with short positions, said Fuhrman. “But, so far, this recent crop of online Chinese companies has held up to scrutiny,” he said.

Despite a lull in investment in China, there was no way that investors were going to walk away from the country on a long-term basis, Bernstein said.

“Everybody knows that soon China will be the largest economy in the world. No matter what your business model is, plug 1.5 billion people into it and tell me if it doesn’t work better?”

A concrete worry for investors is the ongoing issue of the accuracy of audits and the absence of on-the-ground audit inspections in China by the Public Company Accounting Oversight Board, which oversees auditors of U.S. public companies.

The U.S. Securities and Exchange Commis-sion brought an administrative action in 2012 against BDO China Dahua CPA Co. Ltd., Ernst & Young Hua Ming LLP, Deloitte Touche Tohmatsu Certified Public Accountants Ltd., KPMG Hua-zhen and PricewaterhouseCoopers Zhong Tian CPAs Ltd. Co. for failure to turn over audit mate-rials associated with U.S.-registered companies under investigation by the SEC.

The auditors claimed they could not comply with the SEC’s requests for audit documents without violating Chinese law regarding state secrets.

An administrative judge suspended the firms, with the exception of BDO, for six months in 2013, but the decision was appealed and now the audit firms are negotiating with the SEC.

Another possible hurdle for investors is the use of variable interest equity structures by Chi-nese companies. A VIE is a workaround of Chi-nese laws meant to limit foreign ownership of Chinese companies.

Typically in a VIE, a company locates off-shore, often in the Cayman Islands, and that will be the entity that foreign investors hold stock in. The Cayman company will be linked to a com-pany in Hong Kong and in turn there may be as many as five entities linked in turn to the Hong Kong company, with the last one being the oper-ating company in China. The companies are con-nected by contracts that enable the production of goods or services and revenues.

The byzantine arrangements allow inves-tors to own equity in the company, without hav-ing direct share ownership that would violate Chinese law. But it is unclear whether the Chi-nese government views VIEs as legal. There has been persistent speculation in recent years that China was poised to declare the structure out of bounds and foreign investors would take a hit.

That concern was addressed in a June report by the staff of the U.S.-China Economic and Se-curity Review Commission, a committee that Congress established in 2000 to monitor the

national security implications of trade with China.

“The VIE structure does not appear to be a sustainable model if major Chi-nese companies continue to list on U.S. exchanges,” the report stated. “If U.S. investors continue to buy into such Chinese VIE schemes and the system collapses, the scenario could be akin to the 2001-2011 Chinese reverse merger debacle that cost U.S. investors an es-timated $18 billion. If China were to enforce its laws and ban VIEs, the re-sult would be a short-term loss for the foreign investors involved as well as the Chinese and foreign firms that use them to operate in China. If China main-tains the foreign equity restrictions that compel firms into the legal ambi-guity of the VIE structure, the potential result is a more extensive loss in which U.S. and other foreign Internet and ICT services firms have no legitimate ac-cess to compete fairly in the Chinese market, and Chinese firms will con-tinue to resort to legally questionable

methods to obtain foreign capital.”Dickinson said that VIEs are “all illegal. It re-

ally is that simple. If you take a look at Alibaba and Yahoo, you get an idea of exactly how things work.”

Dickinson is alluding to the charges by Aliba-ba shareholder Yahoo! Inc. in 2011 that Alibaba had moved assets out of the company into enti-ties controlled by Alibaba CEO Jack Ma using the VIE structure. Ma said that the asset move was discussed in board meetings and that Yahoo, which held a 40% stake in the Chinese Internet company, was aware of it. Yahoo charged that it learned seven months after the move that Ma had transferred Alipay, a PayPal-like service, out of Alibaba to a company controlled by Ma.

Today, Yahoo holds about a 24% stake in Ali-baba, and says it plans to sell 140 million shares in the IPO.

FT Global’s Ko defends the VIE structure. “If you really understand how VIE works, un-

derstand it the way we do—you know that it is necessary for technology companies, Internet companies,” he said. “I would say you would look at VIE on a case-by-case basis, and for non-technology companies, there is no good reason for VIE.” n

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China First Capital CEO pEtEr Fuhrman

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6 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

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MARKET UPDATE

The sky-high earnings of reality TV ma-vens Kim, Kourtney, and Khloe Kardashian hasn’t extended to Boldface Group Inc., the company that sells a Kardashian-licensed cosmetics line.The Santa Monica, Calif., company, which produces and develops beauty products under licensing agreements with the Kardashian sisters, TV personality Mario Lopez, and colorful plush toy UGLYDOLL, revealed on Aug. 29 that it has received a default notice from Hillair Capital In-vestments LP.Burlingame, Calif.-based Hillair, a firm that makes growth investments in small- and micro-cap companies, demanded the immediate repayment of $3.76 million in 8% senior secured convertible deben-tures due July 1, 2015, and Aug. 1, 2015.Boldface said it won’t be able to pay that amount. The company had only $739,297 in cash and cash equivalents as of March 31.The celebrity licensing company revealed a staggering decline in year-over-year sales in a June 20 quarterly report. Dur-ing the third quarter, the company re-ported a net loss of $4.75 million on $313,772 in revenues net of discounts, compared to $1.74 million in net income on $3.02 million in reve-nues net of discounts during the same quarter in 2013.As of March 31, the company reported $3.75 million in assets and $7.56 million in liabilities. The company’s liabilities consisted of $1.09 mil-lion in debt, $4.27 million in accounts payable, and $1.8 million in accrued expenses and other liabilities.Boldface was incorporated in 2012, and has been caught up in litigation for most of its ex-istence.Naming the Kardashian-branded cosmetic line Khroma Beauty prompted litigation from two similarly-named brands.Chroma Makeup Studio LLC sued on Nov. 19, 2012, in the U.S. District Court for the Central District of California, Western Division, and

the parties reached a confidential settlement agreement under which Boldface will make cash payments to Chroma for one year ending Dec. 31. The settlement amount is confidential.On Nov. 30, 2012, makeup producer Lee Tillett Inc. sued Boldface and the Kardashian sisters in the same court for infringing upon the trade-mark of its Kroma makeup line. Faring poorly in court, Boldface changed Khroma’s name to Kardashian Beauty in May 2013, and reached a settlement agreement on June 2, 2014. Accord-ing to the June 20 quarterly report, Boldface expects to pay less than $800,000 in settlement costs related to that case.On April 2, Boldface announced a restructuring that reduced its debt by 40%. The restructuring hinged on Hillair Capital’s $1 million investment in exchange for 8% senior secured convertible debentures due Aug. 1, 2015, and five-year war-rants to purchase 34.6 million shares. Concur-

rently, holders of $1.95 million in convert-ible notes that were sold in June 2013 and August 2013 exchanged their securities for convertible preferred stock.In July and August, Hillair made subse-quent purchases of about $1.99 million in 8% senior secured convertible deben-tures due July 1, 2015.Boldface’s licensing agreement with the Kardashians is binding through Nov. 30, 2016, with the option to extend the li-cense for 18 months at that time. The company owes the Kardashians a mini-mum of between $4.69 million and $4.99 million over the life of the licensing agreement.Boldface expects to launch a Mario Lo-pez-branded fragrance and a UGLYDOLL-branded bath and body line by the end of 2014. Its Kardashian Beauty line includes products such as Kourtney’s Kardazzle Face Palatte, Honey Stick Lipgloss, and Lash Dash Faux Lashes.The highest-earning Kardashian, Kim, made $28 million in the 12 months ended June 30, according to the Forbes Celeb-rity 100 list published that day.A spokeswoman for Kim Kardashian

declined comment, as did a Hillair spokes-man. Representatives at Boldface couldn’t be reached.Boldface is not the only company to struggle in the licensed-celebrity beauty business this year.Elizabeth Arden Inc. revealed in May that it has hired Goldman, Sachs & Co. to advise on a re-view of strategic alternatives. The cosmetic and perfume producer blamed factors such as de-creasing demand for its celebrity-branded fra-grances, especially the Justin Bieber and Taylor Swift scents, for disappointing sales and Ebitda during the third quarter.Boldface went public in a reverse merger in July 2012 with the shell company Max Cash Media and raised $125,000 through a private place-ment. The PIPE was arranged by Gottbetter Capital Markets LLC, an investment bank affili-ated with Adam Gottbetter and his law firm. n

Kardashian licensee receives default noticeHillair Capital demands Boldface repay its 8% senior secured convertible debentures

by lisa allen

television personality Kim Kardashian

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Blue Jeans has IPO in its back pocket

Blue Jeans Network, the cross-platform video conferencing company, is in a state of high growth and approaching the size to go public, said a source close to the company.

The company last year raised $50 million, bringing total raised funds to $98.5 million. Investors in the company are Norwest Venture Partners, Accel Partners, New Enterprise As-sociates and Battery Ventures.

Blue Jeans CEO Krish Ramakrishnan has sold two companies to Cisco Systems Inc. Ra-makrishnan was CEO of Topspin Communica-tions which was acquired by Cisco in 2005. He was also vice president and general manager for the Content Business unit at Cisco. He first joined the company when Cisco bought his first startup, Internet Junction, in 1995.

Prior to Blue Jeans, Ramakrishnan was entrepreneur-in-residence for Accel Partners, where the idea behind Blue Jeans was born. Silicon Valley-based Blue Jeans was founded in 2009.

Ramakrishnan said management is build-ing Blue Jeans to be a standalone company. He said he expects there to be another fund-

ing round in the future and that the company is going through evaluations now as to when and how much that would be. It is also looking at acquisitions for technology. The company has 250 employees.

Blue Jeans integrates video conferencing, allowing different systems to work together, which is particularly important in this time of companies’ consolidating, said Ramakrishnan. If a company using one video conferencing platform acquires a company using another, instead of purchasing new hardware, the two can connect using Blue Jeans.

“There is going to be strategic value in the technology,” said Ping Li, an investor in Blue Jeans and general partner at Accel. “How we communicate is changing as enterprise-oriented group collaboration is becoming the norm.”

New Enterprise partner John Sakoda, a Blue Jeans board member, added: “This is the first time I have seen video conferencing bridging in the cloud ... the company has a fantastic profile as a public company.”

Sakoda said the initial public offering window is open for high-tech companies as it hasn’t been in the past and the most important metric to measure whether a company could

be successful is whether a company has a high growth rate which, he said, Blue Jeans has.

He said high-growth companies in general for the software as a service industry are in the 9 to 15 times the forward year’s growth rate.

Ramakrishnan said the company is dou-bling every year in all metrics.

Competing products in the space are Go-ToMeeting by Citrix Systems Inc. and WebX from Cisco.

Wet Seal replaces CEO, announces financing

Wet Seal Inc., the money-losing specialty re-tailer to young women, continued its overhaul by naming a new CEO and announcing a pri-vate placement and rights offering that may raise up to $38.5 million.

The Foothill Ranch, Calif.-based company said in a statement Wednesday that its board appointed Edmond Thomas to replace John Goodman as CEO. Thomas had been CEO of Wet Seal from 2007 to 2011. Goodman also is stepping down as a director.

Chinese electric car maker Kandi Technologies Group Inc. could raise up to $101 million in a registered direct offering of stock and warrants to insti-tutional investors.

Jinhua-based Kandi will initially place nearly 4.13 million shares priced at $17.20 each to raise $71 million, it said in an Aug. 29 statement. That was a 10% discount to the price where the stock closed the previous day.

Kandi shares, which trade on the Nasdaq Global Select Market under the symbol KNDI, fell $1.28 to $17.84 after the deal was announced.

The company will also issue 17-month warrants to purchase up to 743,024 shares for $21.50 each. The warrants are subject to a blocker provi-sion to prevent an investor from owning more than a 9.99% stake in Kandi.

Any investor who invests $30 million in the initial offering will have an option to purchase up to $30 million in additional shares until Nov. 17. Inves-tors buying a second stake will also get warrants for up to 313,954 shares.

If eligible investors buy the second stake, the offering could top $101 million.

Investors in the placement were not identified. FT Global Capital Inc., the sole placement agent, will receive $3.36 mil-

lion and 17-month warrants to purchase 206,395 shares for $20.64 each.The law firm Greenberg Traurig LLP advised the investors. Pryor Cash-

man LLP advised Kandi.The offering will represent an 8.9% stake in the company, based on its

market cap of $801.3 million prior to the deal.Kandi says that it is the leading maker of electric vehicles in China. Elec-

tric vehicle production in China was up 631% in July, year-over-year, the company said. More than half of the electric vehicles manufactured during that time were under the Kandi brand.

Kandi had net income of $11.2 million in the second quarter, compared to a loss of $1.04 million a year earlier, as its revenue almost tripled to $33 million. The company’s share price has quadrupled over the past year.

Kandi has raised at least $64.1 million in four previous private place-ments since 2010, including an $11.1 million deal in March. FT Global has arranged all of those financings. n

China electric car maker Kandi raising up to $101MInstitutional investors are buying shares and warrants in a registered direct offering

by Meghan leerskov

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In addition, the company named Adam Rothstein as chairman and said Gregory Taxin was joining as a director. Rothstein, who was already a director, replaces Lynda Davey as chairman effective Oct. 1. Taxin, who is presi-dent of activist investment manager Clinton Group Inc., is joining the board the same day.

The private placement of $18.5 million stock and warrants will be made to institu-tional investors who Wet Seal did not imme-diately identify. Clinton Group committed to invest $3 million, according to a filing with the Securities and Exchange Commission.

Investors in the private placement will have a right to buy 5.5-year warrants and stock priced at the lesser of $1.01 a share, a 12.5% discount to Wet Seal’s 20-day, volume-weight-ed average or at the subscription price of its rights offering if that price is lower. Investors may also receive an additional discount on the stock, of 4%, if they choose to forego receiv-ing warrants.

The company can terminate the private placement if the 15-day, volume-weighted av-erage price of its stock is below 80 cents.

Wet Seal shares, which trade on the Nas-daq Global Select Market under the symbol WTSL, fell 30 cents, or 28.6%, to 75 cents on Wednesday.

The company did not immediately disclose other terms of the private placement.

Wet Seal also said it intends to raise be-tween $25 million and $30 million in a rights offering.

Representatives of the company could not be reached for comment.

Wet Seal also lowered its earnings guid-ance for its fiscal second quarter ending Aug. 2. The company said it now expects to report a loss, excluding some non-recurring items, of $12.3 million, or 15 cents a share. Wet Seal had previously forecast a loss of 9 to 12 cents a share. The company’s full second-quarter re-sults are scheduled to be released Sept. 10.

In April, Wet Seal said it would shutter its Arden B brand of casual women’s clothing and accessories stores and convert them into Wet Seal stores. The company also has been considering a possible sale to a private equity firm or strategic buyer.

Los Angeles-based investment B. Riley &

Co. LLC is advising Wet Seal on the financing.Clinton Group is represented by Schulte

Roth & Zabel LLP M&A partners Eleazer Klein as well as M&A partners Marc Weingarten and David E. Rosewater, co-heads of the firm’s global shareholder activism practice.

SPAC Sino Mercury raises $40M in IPO

Special purpose acquisition company Sino Mercury Acquisition Corp. raised $40 million in an initial public offering to buy financial service companies in China.

New York-based Sino Mercury issued 4 mil-lion units, each consisting of a share and the right to purchase one-tenth of a share, priced at $10 each.

The units, which trade on the Nasdaq Capi-tal Market under the symbol SMACU, closed at $10.03 on Aug. 27, their first day of trading.

Special purpose acquisition companies, or SPACs, are blank-check companies that raise money in IPOs, which they use to acquire oper-ating businesses. Should a merger fail to take place, the capital is returned to investors.

Sino Mercury said in a securities filing that it won’t limit itself to a particular industry for its target acquisition, although it will explore targets in the microcredit, financial leasing and guarantor businesses in China.

“We believe that companies that operate in the non-traditional financial industry will perform favorably over the next decade,” Sino Mercury said in an Aug. 26 filing with the Se-curities and Exchange Commission.

As evidence, Sino Mercury cited China’s interest rates, which are significantly higher than in the U.S.

Moreover, Sino Mercury said non-tradition-al financial companies are not regulated by the China Securities Regulation Committee, the China Insurance Regulatory Committee or the China Banking Regulatory Committee, which impose strict requirements for invest-ment and capital flows. As a non-traditional financial company, Sino Mercury said it should benefit from reduced government regulation.

The Chinese government has only permit-ted microcredit businesses to operate since 2008. Citing statistics from the People’s Bank of China, Sino Mercury said that 7,839 micro-credit companies operated in the country as of

last year, almost triple the 2,614 that were op-erating in 2010. Their total loan balance had quadrupled to about 819.1 billion renminbi ($135.3 billion) from 197.5 billion renminbi in 2010.

Sino Mercury is led by executive chairman and CEO Jianming Hao, who is also a partner with private equity firm Beijing CAC Capital and CEO of government fund Huafu Tiancheng Investment Management Co. He is also Sino Mercury’s largest shareholder, with a 17.3% stake after the IPO.

President Richard Xu owns a 3.8% stake and CFO Amy He owns 1.9%.

Cantor Fitzgerald & Co. underwrote the offering and was granted a 45-day option to purchase an additional 600,000 units to raise another $6 million.

Graubard Miller provided legal advice to Sino Mercury. Loeb & Loeb LLP advised the underwriter.

Nabsys raises $25.5M for genome analysis technology

Nabsys Inc., a startup developing a platform to make DNA sequencing faster and less ex-pensive, said it raised $25.5 million in venture equity financing and is still seeking another $7.3 million.

Providence, R.I.-based Nabsys is develop-ing a semiconductor-based tools for single-molecule genomic analysis. The company, co-founded by CEO Barrett Bready, has previ-ously raised $41 million in venture financing since 2009.

Nabsys says it was the first company to re-ceive a “$1000 Genome” award from the Na-tional Human Genome Research Institute of the National Institutes of Health for an elec-tronic approach to sequencing DNA.

Bready also is an adjunct professor at Brown University where he teaches a course on biotechnology management. He serves as a commissioner of the I-195 Redevelopment District Commission, a large land redevelop-ment project in downtown Providence with a focus on life sciences and other high-tech sec-tors.

The company didn’t identify who partici-pated in the venture financing nor did it dis-

CONTINUED >

< PrEvIOUs

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close what the proceeds would be used for.Nabsys representatives couldn’t be reached

for comment.The company previously received venture

backing from Point Judith Capital, Bay City Capital LLC and Stata Venture Partners Inc. The three firms participated in a $20 million round of series D financing in March 2013.

David Martirano, the general partner and co-founder of Point Judith, and William Ger-ber, a venture partner at Bay City Capital, sit on Nabsys’s board.

Harvest gets $75M ATM from Raymond James

Harvest Natural Resources Inc., an explorer for oil and gas in Venezuela, Gabon, Indone-sia and China, received a $75 million at-the-market offering facility from Raymond James & Associates Inc. to replenish capital.

Houston-based Harvest was down to cash and cash equivalents of only $8.11 million as of June 30, from $120.9 million at the end of last year.

The ATM facility, which was announced Fri-day, will have a one-year term and give Harvest the right to establish a minimum per-share purchase price for draw-down requests.

If the company draws down the entire $75 million available under the facility, it would represent a 38.4% stake in Harvest, which had a market value of $195.3 million before the fi-nancing facility was announced.

Shares of Harvest, which trade under the symbol HNR, fell 8 cents to $4.54 in early-afternoon trading on the New York Stock Ex-change.

Representatives of the company could not be reached for comment.

Raymond James will receive cash fees equal to 2.5% of the gross proceeds from sales under the facility.

Harvest also agreed to pay reasonable le-gal fees and costs Raymond James incurs in connection with the transaction, up to a maxi-mum amount of $110,000 through the date of the agreement and $7,500 for each quarter after that.

The law firm of Fulbright & Jaworski LLP advised Harvest, while Morrison & Foerster

LLP advised Raymond James.This is the second $75 million ATM facility

announced by Harvest. In 2012, the company received a similar facility underwritten by Knight Capital Group.

Harvest also has raised at least $101.3 mil-lion from five private placements since 2010.

Life settlement investor GWG increases IPO to $16.9M

Life settlement investor GWG Holdings Inc. said it now expects to raise up to $16.9 mil-lion in its initial public offering, up from the $13.5 million it had said it expected to raise last month.

This new amount, disclosed in a Sept. 3 filing with the Securities and Exchange Com-mission, is the fourth different projection that GWG has made for its IPO.

The Minneapolis-based company also named three underwriters for its offering: Newport Coast Securities Inc. of Irvine, Calif.; Axiom Capital Management Inc. of New York; and Newbridge Securities Corp. of Fort Lau-derdale, Fla.

The underwriters will conduct the offering on a best-efforts basis. They aren’t buying the securities and aren’t required to sell any spe-cific number or dollar amount.

GWG has said it wants to use the new capi-tal to promote opportunities for consumers who own life insurance policies and investors to profit from the secondary market, to buy additional policies, to pay premiums and fund portfolio operations and working capital.

In a previous filing on Aug. 14, GWG only had named Newport Coast Securities and said that the firm is acting as a representative of the underwriters.

In earlier filings, MLV & Co. LLC had been listed as the lead underwriter. The New York-based firm was no longer listed as an under-writer in GWG’s two most recent filings.

The maximum GWG expects to sell has gone up and down. Originally, on April 25, GWG said it planned to raise $15 million. Then it increased the amount to $24.8 million on July 11. On Aug. 14, it dropped that amount to $13.5 million. Now, GWG has once again in-creased the figure.

The company has agreed to pay an expense

allowance to the representative of the under-writers equaling 1% of the gross proceeds re-ceived in the offering. In addition, GWG said it will pay or reimburse the underwriters’ repre-sentative for certain expenses relating to the offering up to $20,000, including all fees and costs in connection with due diligence for up to $15,000 and up to $5,000 for the road show to market the offering.

GWG also has agreed to reimburse the representative’s legal costs for a maximum of $175,000. GWG estimated its share of the total costs for the offering, excluding underwriting commissions and expense reimbursements, to be about $603,000.

As additional compensation, GWG said it will issue the representative or its designees warrants to buy the equivalent of 2% of the number of shares issued in the offering at an exercise price 25% above the IPO price.

The law firm of Maslon Edelman Borman & Brand LLP of Minneapolis is advising GWG on the IPO. LeClairRyan is as acting as counsel for the underwriters.

On Aug. 29, GWG also filed an amendment to its $1 billion bond offering. The company initially announced the offering on July 3. GWG says that it hopes to raise the money in a continuous offering to buy and finance ad-ditional policies and service and retire debt.

Emerson Equity LLC, a San Mateo, Calif.-based brokerage firm, has agreed to offer the Series L bonds on a best-efforts basis. Emer-son may retain other dealers to act as agents on its behalf to sell the bonds, GWG said.

GWG said it will pay Emerson a commission of between 0.50% and 5% of the principal amount of bonds sold, depending on the ma-turity dates. GWG also said it will pay Emerson additional underwriting compensation rang-ing from 1% to 3% of the principal amount sold, also depending on the bonds’ maturity dates.

GWG said it will reimburse Emerson about $150,000 in pre-offering expenses. The to-tal amount in commissions and other under-writing compensation to Emerson and other broker-dealers will not exceed 8% of the total amount of bonds sold. n

Have news that may be of interest to readers?Please email us at [email protected]

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RegulatoRy update

Accountant Eugene Egeberg III will be banned from practicing before the Securities and Ex-change Commission and will pay $26,883 in fines and disgorgement of profit under a settlement of charges that he failed to conduct audits of Fox Petroleum Inc. with due professional care and skepticism.

Egeberg, of Hampstead, Md., agreed to the settlement without admitting or denying the SEC’s allegations. He will pay a $15,000 fine and disgorge $11,250 in profit plus $633 in interest. The deal was approved by the commission on Thursday.

In 2011, Egeberg completed audits of two com-panies being purchased by Fox Petroleum in less than two days, in order to allow New York-based Fox to complete the acquisitions and obtain a $5 million credit facility. The credit facility would al-low the company to pay outstanding bills already owed to the auditor, according to the SEC.

Egeberg is said to have completed audits of Renfro Energy LLC and Cameron Parish Pipelines LLC for 2009 and 2010, less than 40 hours after being asked to do so by Fox Petroleum’s then CEO, William Lieberman. Lieberman resigned at the end of 2011.

“It is implausible that Egeberg could have conducted proper audits for Renfro and CPP, each with two years of financial statements, in such a short time, regardless of the companies’ small size,” the SEC said in the settlement document.

He signed off on the audits even though “each company had separate auditors who were unable to complete the audits in this short time, despite having already begun the work,” the SEC said.

“Similarly troubling is that Fox Petroleum’s CEO enticed Egeberg to complete the two audits under significant time pressure by promising him past-due payment owed for the Fox Petroleum audits, but only if Egeberg could complete the audits in the two day timeframe. These circum-stances suggest that Egeberg rubber-stamped the audit reports to help Fox Petroleum acquire the $5 million credit line in hopes of payment for his completed audit of Fox Petroleum.”

Among other things, the SEC claimed that Egeberg failed to maintain documentation to support his audits of Renfro and CPP and failed to collect competent evidential matter for those audits. He also allegedly failed to contact the former auditors of Renfro and CPP as would have been required under Public Company Accounting Oversight Board rules.

Egeberg also allegedly failed to exercise ap-propriate professional care or skepticism in au-dits he performed for oil and gas company RPM Advantage Inc. He audited that company’s finan-cial statements for 2006 through 2010.

“The culmination of Egeberg’s numerous au-dit deficiencies made any representation by Ege-berg in his audit reports that his audits complied with PCAOB standards inaccurate,” the SEC said. “Egeberg falsely made these representations in his audit reports for RPM Advantage and Fox Pe-troleum, and Fox Petroleum’s subsidiaries Renfro and CPP.”

Fox Petroleum has not filed a financial state-ment with the SEC since July 2012, which includ-ed an audit signed by Egeberg. The company’s shares currently trade over the counter at less than a penny.

RPM has not filed a financial statement with the SEC since October 2011, when Egeberg signed the audit. The SEC revoked the company’s securities registration in January 2012.

Egeberg voluntarily withdrew his registration with the Public Company Accounting Oversight Board in November 2012.

Contacted at his Baltimore office, Egeberg declined to comment about the settlement. n

Accountant banned in settlement over auditsEgeberg completed 2 audits in 2 days

by bill meagher

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DATES & DEADLINES

Important events coming up in the small-cap financing market:• Affirmed Therapeutics BV, a Heidelberg, Germany-based clinical-stage biopharma-ceutical company focused on developing cancer immunotherapies, will price its $75 million initial public offering this week, according to Dealogic plc. The 6.2 million share offering will price from $11 to $13 a share, with Jefferies LLC, BMO Capital Markets Corp., Leerink Partners LLC and Trout Capital LLC as underwriters.• ReWalk Robotics Ltd., the Yokneam, Israel-based medical robotics company, will price its $50.3 million IPO. The 3.5 mil-lion share offering will price from $14 to $16 each, with Jefferies LLC and Barclays Capital Inc. and Canaccord Genuity Inc. underwriting.• Mitsubishi UFJ Securities (USA) Inc. holds its Utilities Conference, Sept. 10 in New York.• Aegis Capital Corp. holds its Healthcare Conference, Sept. 10 to 13 in Las Vegas.• Bank of America Merrill Lynch hosts its Global Real Estate Conference, Sept. 10 and 11 in New York.• BMO Capital Markets Corp. presents its North American Real Estate Conference, Sept. 15 and 16 in Chicago.• CRT Capital Group LLC presents its Healthcare Conference, Sept. 15 in Green-wich, Conn.• Morgan Stanley hosts its Industrials and Autos Conference, Sept. 15 and 16 in La-guna Beach, Calif.• Scotiabank’s Back to School Conference in Toronto takes place Sept. 16.• CRT Capital Group LLC presents its Indus-trials Conference, Sept. 16 in Greenwich, Conn.• Bank of America Merrill Lynch presents its Power and Gas Leaders Conference in Boston, Sept. 16 and 17.• Bank of America Merrill Lynch holds its Media, Communications and Entertain-ment Conference in Los Angeles, Sept. 16 and 17.• Credit Suisse Securities (USA) LLC pres-ents its SMID Conference, Sept. 17 to 19 in New York.

• Mitsubishi UFJ Securities (USA) Inc. holds its Industrials Conference Sept. 18 in Seattle.• Scotiabank’s Agriculture and Fertilizer Conference in Toronto takes place Sept. 23.• Starlight Capital Inc. hosts its Private Equity Conference, Sept. 25 in New York.• JMP Securities LLC hosts its Financial Services Conference, Sept. 30 in New York.• Jefferies LLC presents its Tobacco Sum-mit, Sept. 30 in New York.• Johnson Rice & Co. LLC holds its Energy Conference, Sept. 30 in New Orleans.• The BIO Emerging Biotechnology Inves-tor Conference takes place Oct. 7 and 8 in San Francisco.• The Financial Industry Regulatory Au-thority holds its annual advertising regu-lation conference, Oct. 9 and 10 in Wash-ington. • Credit Suisse Securities (USA) LLC pres-ents its Consumer Roundup, Oct. 16 in San Francisco.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil and Gas Tour, Nov. 3 to 6 in Houston.• Oppenheimer & Co. holds its 25th An-nual Healthcare Conference, Nov. 5 and 6 in New York.• Stephens Inc. hosts its Fall Investment Conference, Nov. 11 and 12 in New York.• Jefferies LLC presents its Global Energy Conference, Nov. 11 and 12 in Houston.• Credit Suisse Securities (USA) LLC pres-ents its Healthcare Conference, Nov. 11 to 14 in Scottsdale, Ariz.• Scotiabank’s Telecom & Cable Confer-ence in Toronto takes place Nov. 12.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil and Gas Conference Nov. 12 in New York.• Wells Fargo Securities LLC’s 5th Annual Technology, Media & Telecommunications Conference takes place Nov. 12 and 13 in New York.• Bank of America Merrill Lynch hosts its Global Energy Conference, Nov. 12 to 14 in Miami.• The 3rd Annual Marijuana Business Con-

ference & Expo takes place Nov. 12 to 14 in Las Vegas.• Scotiabank’s Transportation & Aerospace Conference in Toronto takes place Nov. 13.• Morgan Stanley hosts its Global Chemi-cals and Agriculture Conference, Nov. 13 and 14 in New York.• Stifel holds its Healthcare Conference, Nov. 18 and 19 in New York.• Mitsubishi UFJ Securities hosts its Oil and Gas Conference, Nov. 18 in New York.• Scotiabank’s Energy Infrastructure Con-ference in Toronto takes place Nov. 18.• Mitsubishi UFJ Securities (USA) Inc. holds its Property REIT Conference, Nov. 19 in New York.• The Global Paper and Packaging Confer-ence, presented by Vertical Research Part-ners, takes place Nov. 19 in New York.• Keefe Bruyette & Woods Inc. holds its Brokerage & Market Structure Conference in New York, Nov. 20.• Credit Suisse presents its Technology Conference, Dec. 1 to 4 in Scottsdale, Ariz.• Scotiabank’s Mining Conference in To-ronto takes place Dec. 2 and 3.• Mitsubishi UFJ Securities (USA) Inc. holds its Oil & Gas Conference, Dec. 3 in New York.• JPMorgan’s SMid Cap Conference takes place Dec. 10 and 11 in Chicago. n

How to usetHe dealFlow

RepoRt digital

This version of The DealFlow Report is based on eMprint, a digital publishing format developed at the University of Missouri. Readers can move around the publication using the navigation bar at the bottom of the screen. In addition, the story descriptions on the front page and on the page 2 index are all links. Simply click on a subject heading or story abstract to get to that section or story. The index lists every article and feature in the current edition and serves as a map for the entire publica-tion. You can return to the index by clicking on that button in the navigation bar. n

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Small Cap Equity FinanCE aCtivity

Status* C/A Date** Issuer Ticker Exchange Amount Security Type

PIPE TRANSACTION ACTIVITY FOR THE PERIOD AUGUST 25 THROUGH SEPTEMBER 5, 2014

A 9/5/14 Golden Minerals Co. AUMN NYSE MKT $5,000,000 Common Stock

DA 9/5/14 Golden Minerals Co. AUMN NYSE MKT $2,717,600 Common Stock

C 9/4/14 Aspen Group Inc. ASPU OTC BB $5,397,825 Common Stock

C 9/4/14 Harvest Natural Resources Inc. HNR NYSE $75,000,000 At-the-Market Offering

C 9/4/14 Kandi Technologies Group Inc. KNDI NASDAQ-GS $71,000,000 Common Stock

C 9/3/14 Authentidate Holding Corp. ADAT NASDAQ-CM $2,169,040 Common Stock

DA 9/3/14 Manulife Financial Corp. MFC NYSE $471,006,192 Prepaid Warrant

C 9/3/14 Orchid Island Capital Inc. ORC NYSE MKT $75,000,000 At-the-Market Offering

C 9/3/14 Sino Mercury Acquisition Corp. SMACU NASDAQ-CM $2,100,000 Common Stock

DA 9/3/14 Wet Seal Inc. WTSL NASDAQ-GS $18,500,000 Common Stock

C 9/2/14 Ascent Solar Technologies Inc. ASTI NASDAQ-CM $4,000,002 Common Stock

C 9/2/14 Gladstone Commercial Corp. GOOD NASDAQ-GS $100,000,000 At-the-Market Offering

DA 8/29/14 Ascent Solar Technologies Inc. ASTI NASDAQ-CM $3,990,000 Common Stock

C 8/29/14 Atlas Resource Partners LP ARP NYSE $100,000,000 At-the-Market Offering

C 8/29/14 biOasis Technologies Inc. BIOAF OTC $1,474,338 Common Stock

C 8/29/14 Sino Agro Food Inc. SIAF OTC BB $24,975,000 Debt: Conv

C 8/28/14 Digital Ally Inc. DGLY NASDAQ-CM $4,000,000 Debt: Conv

DA 8/27/14 China Recycling Energy Corp. CREG NASDAQ-GM $18,945,831 Common Stock

C 8/27/14 Kogeto Inc. KGTO OTC $1,051,000 Common Stock

C 8/27/14 Lighting Science Group Corp. LSCG OTC $8,000,000 Pref: Conv

DA 8/27/14 Orient Paper Inc. ONP NYSE MKT $2,500,000 Common Stock

A 8/26/14 Success Holding Group International Inc. SHGT OTC BB $2,000,000 Common Stock

C 8/26/14 Texas South Energy Inc. TXSO OTC $1,000,000 Debt: non-Conv

C 8/25/14 iBio Inc. IBIO NYSE MKT $10,000,000 Equity Line

C 8/25/14 Nature’s Sunshine Products Inc. NATR NASDAQ-CM $46,216,087 Common Stock

*Status: C = Closed, DA = Definitive Agreement, A = Announced, I = Intended, p + Postponed, X = Canceled. ** C/A Date: Best Available of (i) Closing Date, (ii) Definitive Agreement Date or (iii) Announced Date. *** Excludes all PIPEs executed by foreign-based Issuers that trade on the Over-The-Counter market (Pink Sheets).

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).

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13 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

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Small Cap Equity FinanCE aCtivity

Security Type # Total $ Avg. $

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type Less $50 M $50 M - $99 M $100 M - $249 M $250 M - $499 M $500 M - $999 M $1 B - $4.9 B Greater $5 B

Security Type # Total $M Avg. $M # Total $M Avg. $M # Total $M Avg. $M

Issuer Market Cap # Total $ Avg. $

PIPE TRANSACTION ACTIVITY SINCE AUGUST 25, 2014

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).

Common Stock 448 $13,976,561,947 $31,197,683

Pref: Conv 84 $2,800,529,558 $33,339,638

Pref: non-Conv 4 $74,875,000 $18,718,750

Debt: Conv 95 $2,291,913,547 $24,125,406

Debt: non-Conv 17 $428,326,864 $25,195,698

Other: Conv 1 $30,000,000 $30,000,000

Prepaid Warrant 10 $528,827,772 $52,882,777

Equity Line 51 $651,700,000 $13,300,000

At-the-Market Offering 97 $12,742,559,000 $143,174,820

Unknown - - -

Totals 807 $33,525,293,688 $42,064,358

Common Stock 178 105 65 52 22 16 5Pref: Conv 50 9 11 3 3 5 1Pref: non-Conv 2 1 - - 1 - -Debt: Conv 57 14 8 5 5 3 3Debt: non-Conv 8 2 3 3 1 - -Other: Conv - - 1 - - - -Prepaid Warrant 2 1 3 2 1 - 1Equity Line 33 8 10 - - - -At-the-Market Offering 7 10 18 14 9 27 12Unknown - - - - - - -

Common Stock $1,143 $1,099 $1,700 $1,984 $894 $2,534 $4,606 Pref: Conv $315 $128 $133 $142 $516 $1,163 $400 Pref: non-Conv $23 $2 - - $50 - -Debt: Conv $219 $178 $157 $72 $111 $325 $1,230 Debt: non-Conv $24 $6 $53 $245 $100 - -Other: Conv - - $30 - - - -Prepaid Warrant $8 $5 $18 $16 $11 - $471 Equity Line $263 $106 $283 - - - -At-the-Market Offering $39 $189 $825 $815 $600 $4,600 $5,675 Unknown - - - - - - -

Common Stock 440 $13,943.39 $31.69 8 $33.17 $4.15 - - -Preferred Stock: Convertible 76 $2,020.78 $26.59 4 $521.15 $130.29 4 $258.60 $64.65 Debt: Convertible 77 $2,069.91 $26.88 6 $46.24 $7.71 12 $175.77 $14.65 Other: Convertible 1 $30.00 $30.00 - - - - - -Prepaid Warrant 10 $528.83 $52.88 - - - - - -Equity Line 1 $25.00 $25.00 - - - 50 $626.70 $13.06 At-the-Market Offering - - - - - - 97 $12,742.56 $143.17 Totals 605 $18,617.90 $30.77 18 $600.56 $33.36 163 $13,803.63 $90.22

Less than $50 M 337 $2,033,772,286 $6,089,139

$50 M - $99 M 150 $1,712,575,780 $11,493,797

$100 M - $249 M 119 $3,198,462,445 $27,105,614

$250 M - $499 M 79 $3,273,165,913 $41,963,666

$500 M - $999 M 42 $2,282,428,427 $55,668,986

$1 B - $4.9 B 51 $8,622,067,553 $175,960,562

Greater than $5 B 22 $12,382,471,883 $589,641,518

Totals 800 $33,504,944,287 $42,411,322

PIPEs Issuance by Security Type

Total Placements (Issuer Market Capitalization & Security Type)

Total Dollars Raised/Secured (Issuer Market Capitalization & Security Type)

PIPE Activity - by Price Type

Fixed-Price Reset-Price Variable-Price

PIPEs Issuer Market Capitalization

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Small Cap Equity FinanCE aCtivity

Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #

Rank Investment Manager Total $M Avg. $M #

Rank Placement Agent Total $M Avg. $M #

PIPE TRANSACTION ACTIVITY SINCE AUGUST 25, 2014

1 Luxor Capital Group $520.00 $130.00 42 Clayton, Dubilier & Rice 500.00 500.00 13 Caisse de depot et placement du Quebec 471.01 471.01 14 Blackstone Group LP 416.00 138.67 35 Energy Transfer Equity LP 400.00 400.00 16 Public Investment Corp. (SOC) Ltd. 270.00 270.00 17 Deerfield Management Co. LP 188.50 47.12 48 P2 Capital Partners LLC 175.00 175.00 19 Magnetar Capital LLC 171.53 42.88 410 Wellington Management Co. LLP 155.10 * 19.39 * 911 Relational Investors LLC 150.00 150.00 111 General Atlantic Partners LLC 150.00 150.00 113 Invesco Ltd. 120.89 40.30 314 Baupost Group LLC 106.73 106.73 115 Avenue Capital Group LLC 103.16 34.39 316 Sycamore Partners LLC 100.00 100.00 117 Sabby Management LLC 92.13 * 4.39 * 2318 Putnam Investment Management LLC 81.80 81.80 119 Whitebox Advisors 80.41 16.08 520 Asgard Investment Corp. 76.59 76.59 121 Investment Syndicate 70.00 35.00 222 Hudson Bay Capital Management LP 68.14 * 3.79 * 1923 HealthCare Royalty Partners 60.00 60.00 124 12 West Capital Management 55.00 27.50 224 Tennenbaum & Co. LLC 55.00 27.50 2

1 Morgan Stanley & Co. $740.00 $246.67 32 Cowen and Co. LLC 693.26 33.01 213 Jefferies Group LLC 639.20 53.27 124 Barclays Capital Inc. 624.71 124.94 55 Roth Capital Partners LLC 601.03 20.03 306 H.C. Wainwright & Co. 583.47 18.23 327 Piper Jaffray & Co. 553.86 55.39 108 Deutsche Bank AG 545.16 136.29 49 Citigroup Global Markets Inc. 505.30 168.43 310 Maxim Group LLC 474.63 22.60 2111 Credit Suisse Group 436.84 145.61 312 JMP Group 388.36 48.54 813 Canaccord Genuity Group Inc. 387.82 25.85 1514 Stifel 382.56 31.88 1215 Oppenheimer & Co. 366.34 52.33 716 Nomura Holdings 346.20 173.10 217 Craig-Hallum Capital Group LLC 344.52 18.13 1918 BTIG LLC 337.20 112.40 319 Needham & Co. 323.35 40.42 820 Ladenburg Thalmann & Co. 307.96 38.49 821 CRT Capital Group LLC 305.20 152.60 222 CJS Securities 300.20 300.20 122 UBS AG 300.20 300.20 124 MLV & Co. LLC 238.19 39.70 625 DNB ASA 227.25 227.25 1

1 Sabby Management LLC $92.13 * $4.39 * 232 Hudson Bay Capital Management LP 68.14 * 3.79 * 192 Downsview Capital 16.12 0.85 194 Heights Capital Management 44.24 * 2.60 * 185 LH Financial Services Corp. 21.94 * 1.37 * 176 Equitec Group LLC 3.67 * 0.26 * 157 Empery Asset Management LP 15.60 1.56 107 Diker Management LLC 14.59 * 1.62 * 109 Wellington Management Co. LLP 155.10 * 19.39 * 99 Iroquois Capital LP 4.65 0.52 99 Anson Capital LP 4.10 * 0.51 * 99 Brio Capital LP 3.00 0.33 913 Kingsbrook Partners LP 5.05 0.72 714 Crede Capital Group LLC 29.62 * 5.92 * 614 Milfam LLC 13.81 2.30 614 Sandor Advisors LLC 1.03 0.17 617 Whitebox Advisors 80.41 16.08 517 Broadfin Capital. LLC 17.25 3.45 517 Magna LLC 7.24 1.45 517 Midsummer Capital LLC 3.40 0.68 517 Chardan Capital Markets LLC 0.42 0.08 522 Luxor Capital Group 520.00 130.00 422 Deerfield Management Co. LP 188.50 47.13 422 Magnetar Capital LLC 171.53 42.88 422 Great Point Partners LLC 23.94 5.98 4

1 H.C. Wainwright & Co. $583.47 $18.23 322 Roth Capital Partners LLC 601.03 20.03 303 Cowen and Co. LLC 693.26 33.01 213 Maxim Group LLC 474.63 22.60 215 Craig-Hallum Capital Group LLC 344.52 18.13 196 Canaccord Genuity Group Inc. 387.82 25.85 157 Jefferies Group LLC 639.20 53.27 127 Stifel 382.56 31.88 127 Chardan Capital Markets LLC 217.79 18.15 127 Laidlaw & Co. (UK) Ltd. 115.93 9.66 1211 Piper Jaffray & Co. 553.86 55.39 1011 Northland Securities 109.27 10.93 1013 Brean Capital LLC 217.32 24.15 913 Aegis Capital Corp. 154.73 17.19 915 JMP Group 388.36 48.54 815 Needham & Co. 323.35 40.42 815 Ladenburg Thalmann & Co. 307.96 38.49 815 Dawson James Securities 106.86 13.36 819 Oppenheimer & Co. 366.34 52.33 720 MLV & Co. LLC 238.19 39.70 620 William Blair & Co. 216.67 36.11 620 Noble Financial Group 190.27 31.71 620 BMO Financial Group 105.66 17.61 620 Merriman Capital 35.11 5.85 620 Palladium Capital Advisors LLC 24.09 4.01 6

Investment Managers

Placement Agents

RANKED BY TOTAL DOLLARS INVESTED

RANKED BY TOTAL DOLLARS RAISED

RANKED BY # OF INVESTMENTS

RANKED BY # OF PLACEMENTS

*EXCLUDES transactions where Investment Amount has not yet been disclosed *EXCLUDES transactions where Investment Amount has not yet been disclosed

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).

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Small Cap Equity FinanCE aCtivity

Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #

Rank Investor Legal Counsel Total $M Avg. $M #

Rank Issuer Legal Counsel Total $M Avg. $M #

PIPE TRANSACTION ACTIVITY SINCE AUGUST 25, 2014

1 Skadden, Arps, Slate, Meagher & Flom LLP $3,400.98 $1,700.49 22 Schulte Roth & Zabel LLP 1,813.45 40.30 453 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 54 Fangda Partners 1,198.37 1,198.37 14 Walkers Global 1,198.37 1,198.37 16 Ropes & Gray LLP 872.72 145.45 67 Debevoise & Plimpton LLP 675.00 337.50 28 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 69 Latham & Watkins LLP 400.00 400.00 19 Paul Hastings LLP 400.00 400.00 111 Andrews Kurth LLP 305.00 152.50 212 Sidley Austin LLP 300.00 300.00 113 Greenberg Traurig LLP 283.03 16.65 1714 Jones Day 253.00 84.33 315 Paul, Weiss, Rifkind, Wharton & Garrison LLP 215.00 107.50 216 Katten Muchin Rosenman LLP 185.00 61.67 317 Wachtell, Lipton, Rosen & Katz 181.63 90.82 218 Lowenstein Sandler LLP 180.85 22.61 819 Shearman & Sterling LLP 131.63 131.63 120 Willkie Farr & Gallagher LLP 119.78 59.89 221 Baker Botts LLP 119.29 119.29 122 Cleary, Gottlieb, Steen & Hamilton 105.50 105.50 123 Law Offices of Gary M. Holihan PC 100.00 100.00 123 Winston & Strawn LLP 100.00 100.00 125 Vinson & Elkins LLP 98.00 98.00 1

1 Jones Day $2,181.48 $545.37 42 Skadden, Arps, Slate, Meagher & Flom LLP 1,424.10 284.82 53 Baker & McKenzie LLP 1,368.17 456.06 34 Maples and Calder 1,354.71 451.57 35 TransAsia Lawyers 1,198.37 1,198.37 16 Goodwin Procter LLP 992.83 110.31 97 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 977.69 54.32 188 Simpson, Thacher & Bartlett LLP 500.00 500.00 19 Vinson & Elkins LLP 497.00 82.83 610 Cooley LLP 448.56 28.04 1611 Cravath, Swaine & Moore LLP 438.75 146.25 312 Baker Botts LLP 400.00 400.00 112 Wachtell, Lipton, Rosen & Katz 400.00 400.00 114 Proskauer Rose LLP 395.00 98.75 415 Greenberg Traurig LLP 393.91 43.77 916 Reeder & Simpson PC 367.25 73.45 517 Latham & Watkins LLP 347.22 49.60 718 Kirkland & Ellis LLP 335.00 83.75 419 WilmerHale 327.20 46.74 720 Ropes & Gray LLP 325.20 36.13 921 Sidley Austin LLP 289.50 72.38 422 Andrews Kurth LLP 274.26 137.13 223 Edward Nathan Sonnenbergs Inc. 270.00 270.00 124 Holland & Hart LLP 247.29 82.43 325 Morrison & Foerster LLP 245.26 30.66 8

1 Schulte Roth & Zabel LLP $1,813.45 $40.30 452 Greenberg Traurig LLP 283.03 16.65 173 Lowenstein Sandler LLP 180.85 22.61 83 Ellenoff Grossman and Schole LLP 18.78 2.35 85 Grushko & Mittman PC 12.60 1.80 76 Ropes & Gray LLP 872.72 145.45 66 Akin, Gump, Strauss, Hauer & Feld LLP 477.98 79.66 68 Simpson, Thacher & Bartlett LLP 1,429.91 285.98 59 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 16.78 4.20 410 Jones Day 253.00 84.33 310 Katten Muchin Rosenman LLP 185.00 61.67 310 Goodwin Procter LLP 75.00 25.00 310 Seward & Kissel LLP 74.80 24.93 310 Brown Rudnick LLP 61.91 20.64 310 Covington & Burling LLP 26.53 8.84 316 Skadden, Arps, Slate, Meagher & Flom LLP 3,400.98 1,700.49 216 Debevoise & Plimpton LLP 675.00 337.50 216 Andrews Kurth LLP 305.00 152.50 216 Paul, Weiss, Rifkind, Wharton & Garrison LLP 215.00 107.50 216 Wachtell, Lipton, Rosen & Katz 181.63 90.82 216 Willkie Farr & Gallagher LLP 119.78 59.89 216 Davis Polk & Wardwell LLP 80.00 40.00 216 Proskauer Rose LLP 50.00 25.00 216 Stinson Leonard Street LLP 5.27 2.63 225 Fangda Partners 1,198.37 1,198.37 1

1 Sichenzia Ross Friedman Ference LLP $170.74 $6.57 262 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 977.69 54.32 183 Cooley LLP 448.56 28.04 164 Ellenoff Grossman and Schole LLP 121.39 11.04 115 Goodwin Procter LLP 992.83 110.31 95 Greenberg Traurig LLP 393.91 43.77 95 Ropes & Gray LLP 325.20 36.13 95 DLA Piper 189.44 21.05 99 Morrison & Foerster LLP 245.26 30.66 89 Dorsey & Whitney LLP 133.30 16.66 811 Latham & Watkins LLP 347.22 49.60 711 WilmerHale 327.20 46.74 711 K&L Gates LLP 102.27 14.61 711 Robinson Brog Leinwand Greene Genovese & Gluck PC 76.78 10.97 711 Davis Graham & Stubbs LLP 37.78 5.40 711 Szaferman Lakind Blumstein & Blader PC 21.60 3.09 717 Vinson & Elkins LLP 497.00 82.83 617 Morgan, Lewis & Bockius LLP 236.46 39.41 617 Seward & Kissel LLP 191.38 31.90 617 Haynes and Boone LLP 180.58 30.10 617 Hogan Lovells 116.89 19.48 617 Weintraub Tobin Chediak Coleman Grodin Law Corp. 41.63 6.94 617 Nason, Yeager, Gerson, White & Lioce PA 18.95 3.16 624 Skadden, Arps, Slate, Meagher & Flom LLP 1,424.10 284.82 524 Reeder & Simpson PC 367.25 73.45 5

Investor Legal Counsel

Issuer Legal Counsel

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY TOTAL DOLLARS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

RANKED BY # OF PLACEMENTS ADVISED

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).

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Small Cap Equity FinanCE aCtivity

Rank Placement Agent Legal Counsel Total $M Avg. $M # Rank Placement Agent Legal Counsel Total $M Avg. $M #

PIPE TRANSACTION ACTIVITY SINCE AUGUST 25, 2014

1 Goodwin Procter LLP $764.11 $38.21 202 Latham & Watkins LLP 647.56 92.51 73 Ellenoff Grossman and Schole LLP 541.04 10.82 504 Proskauer Rose LLP 228.13 28.52 85 Fried, Frank, Harris, Shriver & Jacobson LLP 227.25 227.25 16 Lowenstein Sandler LLP 207.53 17.29 127 Blake, Cassels & Graydon LLP 170.73 85.36 28 Morrison & Foerster LLP 170.19 42.55 49 Morgan, Lewis & Bockius LLP 150.00 150.00 110 Covington & Burling LLP 147.97 49.32 311 Schiff Hardin LLP 137.33 19.62 712 Taylor Wessing 120.90 120.90 113 Davis Polk & Wardwell LLP 103.50 103.50 114 Dechert LLP 103.33 34.44 315 Linklaters LLP 95.00 95.00 115 Zhong Lun Law Firm 95.00 95.00 117 Sichenzia Ross Friedman Ference LLP 88.68 7.39 1218 Sullivan & Cromwell LLP 80.00 80.00 119 Gornitzky & Co. 72.45 72.45 120 Pillsbury Winthrop Shaw Pittman LLP 68.75 34.37 221 Choate, Hall & Stewart LLP 68.44 13.69 522 Meitar Liquornik Geva Leshem Tal Law Offices 58.65 58.65 122 White & Case LLP 58.65 58.65 124 Stikeman Elliott LLP 56.95 18.98 325 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.66 18.55 3

1 Ellenoff Grossman and Schole LLP $541.04 $10.82 502 Goodwin Procter LLP 764.11 38.21 203 Lowenstein Sandler LLP 207.53 17.29 123 Sichenzia Ross Friedman Ference LLP 88.68 7.39 125 Proskauer Rose LLP 228.13 28.52 86 Latham & Watkins LLP 647.56 92.51 76 Schiff Hardin LLP 137.33 19.62 78 Faegre Baker Daniels LLP 42.91 7.15 69 Choate, Hall & Stewart LLP 68.44 13.69 510 Morrison & Foerster LLP 170.19 42.55 410 Reed Smith LLP 41.84 10.46 412 Covington & Burling LLP 147.97 49.32 312 Dechert LLP 103.33 34.44 312 Stikeman Elliott LLP 56.95 18.98 312 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC 55.66 18.55 316 Blake, Cassels & Graydon LLP 170.73 85.36 216 Pillsbury Winthrop Shaw Pittman LLP 68.75 34.37 216 Nixon Peabody LLP 49.29 24.64 216 Blank Rome LLP 30.18 15.09 216 Troutman Sanders LLP 24.50 12.25 216 Loeb & Loeb LLP 18.41 9.21 216 Greenberg Traurig LLP 15.20 7.60 216 K&L Gates LLP 14.22 7.11 216 Schulte Roth & Zabel LLP 9.25 4.62 225 Fried, Frank, Harris, Shriver & Jacobson LLP 227.25 227.25 1

Placement Agent Legal CounselRANKED BY TOTAL DOLLARS ADVISED RANKED BY # OF PLACEMENTS ADVISED

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data includes PIPEs that are at least US$1.0 million and have been executed by public corporations domiciled in the U.S. or by public, foreign companies that have primary listing or a significant or consistent trading presence on a U.S. stock exchange or market. Data is updated based on availabilty of public disclosures (e.g. press releases and SEC filings) and has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information. League tables exclude equity lines, at-the-market offerings, corporate investors, and PIPEs executed by foreign-based issu-ers that trade on the Over-The-Counter market (Pink Sheets).

Issuer Exp. Date Ticker Exp. Value ($M)

Deal Type

Range ($)

Market Value ($M) Bookrunner(s)

Affimed Therapeutics BV 9/11/14 AFMD $75.00 IPO 11.00 - 13.00 $266.81 JEFF; LEER; BMOCM

Inventure Foods Inc. 9/11/14 SNAK $38.16 FO $226.53 WBLR

ReWalk Robotics Ltd. 9/11/14 RWLK $50.25 IPO 14.00 - 16.00 $172.76 BAR; JEFF

Civitas Solutions Inc. 9/16/14 CIVI $251.55 IPO 20.00 - 23.00 $794.43 BAR; BOAML; UBS

rEVO Biologics Inc. 9/16/14 RBIO $50.40 IPO 13.00 - 15.00 $258.14 PJ; GUGPAR

Tokai Pharmaceuticals Inc. 9/16/14 TKAI $75.60 IPO 13.00 - 15.00 $290.66 BMOCM; STFL; WBLR

Foamix Pharmaceuticals Ltd. 9/17/14 FOMX $65.00 IPO 10.00 - 12.00 $218.79 BAR; COWEN

Viking Therapeutics Inc. 9/17/14 VKTX $55.00 IPO 10.00 - 12.00 $167.12 OPCO; RCP

Totals 8 Deals $660.96

Registered Offerings Expected Next 2 Weeks

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

SEC Registered IPOs Filed Since August 25, 2014

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

Market Value ($M) Bookrunner(s) Lead/Co-Manager(s)

Calithera Biosciences Inc. USA Healthcare CALA $80.00 CITI; LEER WLF; JMPSEC

Civitas Therapeutics Inc. USA Healthcare CVTS $86.25 JPM; BOAML COWEN; OPCO

CONE Midstream Partners LP USA Utility & Energy CNNX $350.00 WLF; BOAML; BAIRD

Dermira Inc. USA Healthcare DERM $75.00 CITI; LEER GUGPAR; NEEDHM

CONTINUED >

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17 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

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Small Cap Equity FinanCE aCtivity

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

SEC Registered IPOs Priced Since August 25, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M) Offer Price

Filing Range ($)

Relative Range

Offer/ 1 Day

Offer/ Current Bookrunner(s) Lead/Co-

Manager(s)

Sino Mercury Acquisition Corp.

USA Finance 8/26/14 SMACU $40.00 $10.00 10.00 - 10.00

In Range 0.3 0.5 CANFITZ

Totals 1 Deals $40.00

SEC Registered IPOs Filed Since August 25, 2014

< Previous

Issuer Nation Industry Ticker Exp. Value ($)

Range ($)

Shares (M)

Market Value ($M) Bookrunner(s) Lead/Co-Manager(s)

Enovation Controls Inc. USA Computers & Electronics ENOV $100.00 MS; UBS PJ; BAIRD; WBLR; RJA

Great Western Bancorp Inc. USA Finance GWB $100.00 DB; BOAML

HubSpot Inc. USA Computers & Electronics HUBS $100.00 MS; JPM; UBS PCS; CG; RJA

Jaguar Animal Health Inc. USA Healthcare JAGX $70.00 BMOCM; GUGPAR RCP

LendingClub Corp. USA Finance $500.00 MS; GS; CITI STFL; BMOCM; WBLR; WLF

Neff Corp. USA Machinery NEFF $100.00 MS; JEFF; PJ; BOAML; WLF

NeuroSigma Inc. USA Healthcare NSIG $50.00 JEFF BTIG; CHG

Paramount Group Inc. USA Real Estate/Property PGRE $100.00 BOAML; MS; WLF

Rhythm Pharmaceuticals Inc. USA Healthcare RYTM $86.25 CITI; COWEN CG; OPCO; CANFITZ

STORE Capital Corp. USA Real Estate/Property STRE $500.00 GS; CS; MS

Upland Software Inc. USA Computers & Electronics UPLD $50.00 WBLR; RJA CG; NEEDHM

US Dry Cleaning Serivces Corp. USA Professional Services DCLN $15.01 MAXM

USD Partners LP USA Oil & Gas USDP $150.00 CITI; BAR; CS; BOAML EP; BMOCM; DB; RBC; JMS

Veritex Holdings Inc. USA Finance VBTX $40.00 SANDO; STEP SAL

Vivint Solar Inc. USA Utility & Energy VSLR $200.00 GS; BOAML; CS; CITI; MS; DB; BAR

Totals 19 Deals $2,752.51

Issuer Domicile Industry Pricing Date Ticker Deal Value ($M)

Lock-up Provision

Lock-up Exp. Date Bookrunner(s) Lead/Co-

Manager(s)

Dipexium Pharmaceuticals USA Healthcare 3/12/14 DPRX $37.95 180 9/8/14 OPCO FELL

Galmed Pharmaceuticals Ltd.

ISR Healthcare 3/12/14 GLMD $44.05 180 9/8/14 MAXM MLV; FELL

Castlight Health Inc. USA Computers & Electronics

3/13/14 CSLT $204.24 180 9/9/14 GS; MS ALLENL; STFL; CG; RJA

Akebia Therapeutics Inc. USA Healthcare 3/19/14 AKBA $114.95 180 9/15/14 MS; CS; UBS NOM

MediWound Ltd. ISR Healthcare 3/19/14 MDWD $80.50 180 9/15/14 CS; JEFF; BMOCM OPCO

Paylocity Holding Corp. USA Computers & Electronics

3/18/14 PCTY $137.73 180 9/15/14 DB; BOAML; WBLR JMPSEC; RJA; NEEDHM

SEC Registered IPO Lock-up Expirations Next 2 Weeks

CoNTiNueD >

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All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

SEC Registered IPOs Withdrawn/Postponed Since August 25, 2014

Issuer Nation Industry Withdrawn/ Postponed Date Ticker Expected Value

($M)Withdrawn/

Postponed Reason Bookrunner(s) Lead/Co-Manager(s)

Zosano Pharma Corp. USA Healthcare 8/26/14 ZSAN $70.40 Postponed Due to market conditions. WMS LTC; RCP

Totals 1 Deals $70.40

< PreviousSEC Registered IPO Lock-up Expirations Next 2 Weeks

Issuer Domicile Industry Pricing Date Ticker Deal Value ($M)

Lock-up Provision

Lock-up Exp. Date Bookrunner(s) Lead/Co-

Manager(s)

Q2 Holdings Inc. USA Computers & Electronics

3/19/14 QTWO $116.03 180 9/15/14 JPM; STFL RBC; RJA; CG; NEEDHM

A10 Networks Inc. USA Computers & Electronics

3/20/14 ATEN $192.68 180 9/16/14 MS; BOAML; JPM; RBC PCS; OPCO

Borderfree Inc. USA Computers & Electronics

3/20/14 BRDR $92.00 180 9/16/14 CS; RBC PCS; CG; WBLR; NEEDHM

TPG Specialty Lending Inc. USA Finance 3/20/14 TSLX $128.80 180 9/16/14 JPM; BOAML; GS; CITI; WLF; BAR

TPG; JMS; JMPSEC

Amber Road Inc. USA Computers & Electronics

3/20/14 AMBR $110.50 180 9/17/14 STFL CG; NEEDHM; RJA

Ruthigen Inc. USA Healthcare 3/21/14 RTGN $19.21 180 9/17/14 DJS

Versartis Inc. USA Healthcare 3/20/14 VSAR $144.90 180 9/17/14 MS; CITI CG

Nord Anglia Education Inc. HKG Professional Services

3/25/14 NORD $349.60 180 9/21/14 CS; GS; JPM; BAR; DB; RBC; BMOCM

HSBC; WBLR

Totals 14 Deals $1,773.14

SEC Registered Follow-Ons Filed Since August 25, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Last Trade

b/f FilingShares

(M)Market Value

($M) Bookrunner(s) Lead/Co- Manager(s)

AerCap Holdings NV NLD Finance 9/3/14 AER $500.58 $49.17 10.18 $10,439.69 CITI; DB

Buckeye Partners LP USA Oil & Gas 9/3/14 BPL $434.94 $79.08 6.33 $9,959.31 BAR; MS; UBS; WLF; JPM; RBC

DB; JEFF

Capital Product Partners LP GRC Transportation 9/3/14 CPLP $164.40 $10.96 17.25 $1,341.10 UBS; BOAML; WLF STFL; CACIB

CDW Corp USA Computers & Electronics

9/3/14 CDW $497.10 $33.14 17.25 $5,704.16 BAR

Ellington Financial LLC USA Finance 9/3/14 EFC $196.80 $24.60 9.2 $822.62 BOAML; DB; MS; UBS; CS; BAR; STFL

JMPSEC

GrubHub Inc USA Computers & Electronics

9/3/14 GRUB $429.03 $42.76 11.54 $3,270.53 CITI; MS; BOAML ALLENL; BMOCM; CG; JMPSEC; RJA;

WBLR

Santander Consumer USA Holdings Inc

USA Finance 9/3/14 SC $194.53 $19.36 10.05 $6,755.47 JPM

Voya Financial Inc USA Insurance 9/3/14 VOYA $885.83 $39.37 22.5 $10,025.30 MS; BOAML

Allison Transmission Hold-ings Inc

USA Auto/Truck 9/4/14 ALSN $164.79 $30.56 5.39 $5,399.54 CS

Arlington Asset Investment Corp

USA Finance 9/4/14 AI $78.07 $28.39 3.16 $637.72 CS; BAR; MS; RBC; STFL

Chesapeake Lodging Trust USA Real Estate/Property

9/4/14 CHSP $128.06 $30.49 4.83 $1,621.76 JPM

CoNTiNueD >

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Small Cap Equity FinanCE aCtivity

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

SEC Registered Follow-Ons Priced Since August 25, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Motorcar Parts of America Inc.

USA Machinery 8/26/14 MPAA $71.76 $26.00 $27.84 -6.61 16.96 CHG; RCP BRO

AerCap Holdings NV NLD Finance 9/3/14 AER $482.06 $47.35 $49.17 -3.70 -2.18 CITI; DB

Buckeye Partners LP USA Oil & Gas 9/3/14 BPL $540.00 $80.00 $80.97 -1.20 -0.94 BAR; MS; UBS; WLF; JPM; RBC

DB; JEFF

Capital Product Partners LP

GRC Transportation 9/3/14 CPLP $157.95 $10.53 $10.96 -3.92 -1.99 UBS; BOAML; WLF STFL; CACIB

CDW Corp. USA Computers & Electronics

9/3/14 CDW $479.25 $31.95 $33.14 -3.59 -1.82 BAR

Ellington Financial LLC USA Finance 9/3/14 EFC $191.36 $23.92 $24.60 -2.76 -2.17 BOAML; DB; MS; UBS; CS; BAR; STFL

JMPSEC

GrubHub Inc. USA Computers & Electronics

9/3/14 GRUB $421.34 $40.25 $40.84 -1.44 -1.49 CITI; MS; BOAML ALLENL; BMOCM; CG; JMPSEC; RJA; WBLR

Sajan Inc. USA Computers & Electronics

9/3/14 SAJA $3.50 $5.00 $5.25 -4.76 1.00 DOUGHT

Santander Consumer USA Holdings Inc.

USA Finance 9/3/14 SC $187.70 $18.68 $19.36 -3.51 1.71 JPM

Voya Financial Inc. USA Insurance 9/3/14 VOYA $872.18 $39.15 $39.37 -0.56 -0.46 MS; BOAML

< Previous

SEC Registered Follow-Ons Filed Since August 25, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Last Trade

b/f FilingShares

(M)Market Value

($M) Bookrunner(s) Lead/Co- Manager(s)

Memorial Production Partners LP

USA Oil & Gas 9/4/14 MEMP $301.08 $23.16 14.95 $1,962.58 UBS; RJA; BAR; BOAML; CITI; GS; MS; RBC; WLF

LTC; MLV; OPCO; MWCLLC; WU

NorthStar Realty Finance Corp

USA Real Estate/Property

9/4/14 NRF $848.25 $18.85 51.75 $4,577.91 DB; UBS; BOAML; BAR; CITI; CS; JPM; MS

FBR; JMPSEC; MLV

Pebblebrook Hotel Trust USA Real Estate/Property

9/4/14 PEB $117.42 $39.14 3.45 $2,618.47 RJA

Summit Midstream Partners LP

USA Utility & Energy 9/4/14 SMLP $224.48 $56.12 4.6 $3,369.10 BOAML; BAR; CITI; MS; BAIRD; CS; DB; RBC; WLF

BCM

Golar LNG Ltd GBR Transportation 9/5/14 GLNG $1,679.03 $60.34 32 $5,629.72 BOAML; CITI; GS; MS; RSPLTU

ARTCSC; BNP; DNBBAN; PARSEC

Golden Minerals Co USA Mining 9/5/14 AUMN $1.01 $47.70 RCP HWC

Michael Kors Holdings Ltd USA Retail 9/5/14 KORS $930.02 $79.97 11.63 $16,414.07 JPM

PennantPark Investment Corp

USA Finance 9/5/14 PNNT $130.46 $11.86 12.65 $920.22 MS; GS; JPM; UBS; STFL

Sensata Technologies Holding NV

USA Computers & Electronics

9/5/14 ST $723.78 $48.09 15.05 $8,096.51 BOAML; CITI

Tumi Holdings Inc USA Retail 9/5/14 TUMI $178.24 $22.28 9.2 $1,512.07 CS

Inventure Foods Inc USA Professional Services

SNAK $38.16 $11.60 3.78 $226.53 WBLR RCP

Titan Pharmaceuticals Inc USA Healthcare TTNP $18.36 $0.66 $58.74 RCP

Totals 23 Deals $760.96

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< Previous

SEC Registered Follow-Ons Priced Since August 25, 2014

Issuer Nation Industry Pricing Date Ticker Deal Value

($M)Offer

Price.Last Traded/

OfferPrem./

Disc. %

% Change Price Offer/

CurrentBookrunner(s) Lead/

Co-Manager(s)

Allison Transmission Hold-ings Inc.

USA Auto/Truck 9/4/14 ALSN $164.74 $30.55 $30.56 -0.03 -0.85 CS

Arlington Asset Investment Corp.

USA Finance 9/4/14 AI $75.93 $27.61 $28.39 -2.75 -1.63 CS; BAR; MS; RBC; STFL

Chesapeake Lodging Trust USA Real Estate/Property

9/4/14 CHSP $126.00 $30.00 $30.49 -1.61 0.60 JPM

Memorial Production Partners LP

USA Oil & Gas 9/4/14 MEMP $333.24 $22.29 $23.16 -3.76 1.39 UBS; RJA; BAR; BOAML; CITI; GS; MS;

RBC; WLF

LTC; MLV; OPCO; MWCLLC; WU

NorthStar Realty Finance Corp.

USA Real Estate/Property

9/4/14 NRF $828.00 $18.40 $18.85 -2.39 -0.76 DB; UBS; BOAML; BAR; CITI; CS; JPM;

MS

FBR; JMPSEC; MLV

Pebblebrook Hotel Trust USA Real Estate/Property

9/4/14 PEB $115.20 $38.40 $39.14 -1.89 0.39 RJA

Summit Midstream Partners LP

USA Utility & Energy 9/4/14 SMLP $234.26 $53.88 $56.12 -3.99 -1.73 BOAML; BAR; CITI; MS; BAIRD; CS; DB;

RBC; WLF

BCM

Golar LNG Ltd. GBR Transportation 9/5/14 GLNG $1,627.83 $58.50 $60.34 -3.05 BOAML; CITI; GS; MS; RSPLTU

ARTCSC; BNP; DNB-BAN; PARSEC

Golden Minerals Co. USA Mining 9/5/14 AUMN $2.72 $0.86 $1.01 -14.85 RCP HWC

Michael Kors Holdings Ltd. USA Retail 9/5/14 KORS $892.57 $76.75 $79.97 -4.03 JPM

PennantPark Investment Corp.

USA Finance 9/5/14 PNNT $127.93 $11.63 $11.86 -1.94 MS; GS; JPM; UBS; STFL

Sensata Technologies Holding NV

USA Computers & Electronics

9/5/14 ST $714.91 $47.50 $48.09 -1.23 BOAML; CITI

Tumi Holdings Inc. USA Retail 9/5/14 TUMI $169.60 $21.20 $22.28 -4.85 CS

Totals 23 Deals $8,820.03

SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks

Issuer Nation Industry Pricing Date Ticker Deal Value ($M)

Lock-up Prov.

Lock-up Exp. Date Bookrunner(s) Lead/Co-Manager(s)

Envision Healthcare Holdings Inc. USA Healthcare 7/10/14 EVHC $1,075.25 60 9/8/14 GS; BAR; BOAML; CITI; CS; DB; MS; RBC; UBS

JEFF; VP; CANFITZ; OPCO; PJ; WBLR

Kosmos Energy Ltd. USA Oil & Gas 7/10/14 KOS $193.94 60 9/8/14 BAR

Arotech Corp. USA Computers & Electronics

7/11/14 ARTX $11.51 60 9/9/14 BRO

ClubCorp. Holdings Inc. USA Leisure & Rec-reation

6/10/14 MYCC $146.91 90 9/9/14 GS; JEFF; CITI; BOAML; DB

WLF; JPM

Installed Building Products Inc. USA Construction/Building

6/11/14 IBP $116.44 90 9/9/14 UBS; DB; RBC BCM; KCM; STRH

Dynagas LNG Partners LP GRC Transportation 6/12/14 DLNG $125.80 90 9/10/14 CS; BOAML; MS; DB; BAR RBS; DNBBAN

Sanchez Energy Corp. USA Oil & Gas 6/12/14 SN $202.69 90 9/10/14 RICE; RBC; CS CAPONE; STRH; CG; GLBGS; IBKC; MGL; NLND; SCI; STFL

Verint Systems Inc. USA Computers & Electronics

6/12/14 VRNT $274.56 90 9/10/14 GS; DB; CS; JPM; RBC; BAR; JEFF

FBR; OPCO; IMP

CoNTiNueD >All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

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Small Cap Equity FinanCE aCtivity

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

CONTINUED >

Issuer Nation Industry Status Date Type Deal Amt ($M)

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s) Placement Agents/

Underwriters

Golden Minerals Co. USA Basic Materials Priced 9/5/14 CMPO $2.72 CS AUMN $47.70 $1.01 -14.90% 50.00% RCP; HWC

Harvest Natural Resources Inc.

USA Energy Closed 9/4/14 RD $75.00 ATM HNR $195.32 $4.64 0.00% N/A RJA

Registered Offerings and CMPOs Priced/Closed Since August 25, 2014

< PrEvIOUs

SEC Registered Follow-Ons with Lock-up Expirations Within Next 2 Weeks

Issuer Nation Industry Pricing Date Ticker Deal Value ($M)

Lock-up Prov.

Lock-up Exp. Date Bookrunner(s) Lead/Co-Manager(s)

Vitesse Semiconductor Corp. USA Computers & Electronics

6/12/14 VTSS $28.75 90 9/10/14 NEEDHM CHG; PLNR; NLND

Brandywine Realty Trust USA Real Estate/Property

7/28/14 BDN $340.86 45 9/11/14 BOAML; CITI

Cesca Therapeutics Inc. USA Healthcare 6/13/14 KOOL $11.30 90 9/11/14 MAXM HWC

Triangle Capital Corp. USA Finance 8/12/14 TCAP $132.77 30 9/11/14 MS; RJA; BAIRD; STFL JMPSEC; SAL

Newcastle Investment Corp. USA Real Estate/Property

8/13/14 NCT $201.61 30 9/12/14 CITI; BOAML; CS

TCP Capital Corp. USA Finance 7/29/14 TCPC $107.62 45 9/12/14 DB; BOAML; RJA; STFL; RBC

NS; JMPSEC

Independence Realty Trust Inc. USA Real Estate/Property

7/15/14 IRT $76.48 60 9/13/14 DB CMPPNT; LTC; WBLR; JMPSEC; HNTIV; NSO

Athlon Energy Inc. USA Oil & Gas 7/31/14 ATHL $578.13 45 9/14/14 CITI; GS; BAR; CS; RBC; TP; UBS

APGLM; SBGBM; SCI; STEP; WLF; CIBC; EP; MUFG

Garrison Capital Inc. USA Finance 7/17/14 GARS $29.00 60 9/15/14 OPCO; JMS; JMPSEC; WU

Abraxas Petroleum Corp. USA Oil & Gas 6/18/14 AXAS $57.50 90 9/16/14 STEP; CG; BAIRD GLBGS; RICE; LTC; STRH; EURPAC; KLRGRP; SGCIB

GW Pharmaceuticals plc GBR Healthcare 6/18/14 GWPH $169.75 90 9/16/14 MS; BOAML; COWEN

Revance Therapeutics Inc. USA Healthcare 6/18/14 RVNC $140.30 90 9/16/14 COWEN; PJ BMOCM; WBLR

Teekay LNG Partners LP BMU Transportation 7/18/14 TGP $139.20 60 9/16/14 CITI; CS

Chemical Financial Corp. USA Finance 6/19/14 CHFC $80.50 90 9/17/14 STFL SANDO

CollabRx Inc. USA Professional Services

6/19/14 CLRX $1.83 90 9/17/14 AEGC

CyrusOne Inc. USA Real Estate/Property

6/19/14 CONE $371.65 90 9/17/14 CITI; BOAML; BAR; DB; MS

CANFITZ; EP; KCM; STEP; UBS

Kona Grill Inc. USA Dining & Lodging

6/19/14 KONA $48.93 90 9/17/14 KCM; RJA FELL; JMS; LAKSC; WU

Tesoro Logistics LP USA Oil & Gas 8/19/14 TLLP $144.17 30 9/18/14 UBS; BOAML

Diamondback Energy Inc. USA Oil & Gas 7/21/14 FANG $435.00 60 9/19/14 CS STRH; TP; WLF; SCI; IBKC; RJA; SBGBM; SAL; CG; KLRGRP; NLND;

CAPONE; GLBGS; RICE; MIZ; WU

Medley Capital Corp. USA Finance 8/20/14 MCC $74.87 30 9/20/14 GS; BAR; CS; JPM BCM; JMS; LTC; MLV; NS; GILS

Government Properties Income Trust

USA Real Estate/Property

7/23/14 GOV $364.84 60 9/21/14 CITI; BOAML; MS

Umpqua Holdings Corp. USA Finance 8/7/14 UMPQ $243.00 45 9/21/14 JPM

Totals 30 Deals $5,925.16

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22 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

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< Previous

Registered Offerings and CMPOs Priced/Closed Since August 25, 2014

Issuer Nation Industry Status Date Type Deal Amt ($M)

Sec. Type Ticker Mkt. Cap

(M)Stock Price

Prem/ Disc % WC(s) Placement Agents/

Underwriters

Issuer Ticker Type Filing Date Eff. Date Reg. Amt. ($M) Securities

iStar Financial Inc. STAR S-3ASR 9/5/14 9/5/14 Unlimited Equity/Debt

Marathon Patent Group Inc. MARA S-3 9/4/14 $100.00 Equity

Sempra Energy SRE S-3ASR 9/4/14 9/4/14 Unlimited Equity/Debt

Chesapeake Lodging Trust CHSP S-3ASR 9/3/14 9/3/14 Unlimited Equity

Enbridge Inc. ENB F-10 9/3/14 9/4/14 $7,000.00 Equity/Debt

Memorial Production Partners LP MEMP S-3ASR 9/3/14 9/3/14 Unlimited Equity/Debt

Sunoco Logistics Partners LP SXL S-3 9/3/14 $1,000.00 Equity

Valmont Industries Inc. VMI S-3ASR 9/3/14 9/3/14 Unlimited Debt

WPX Energy Inc. WPX S-3ASR 9/3/14 9/3/14 Unlimited Debt

Brown & Brown Inc. BRO S-3ASR 9/2/14 9/2/14 Unlimited Equity/Debt

Cellular Dynamics International Inc. ICEL S-3 9/2/14 $90.00 Equity/Debt

KYTHERA Biopharmaceuticals Inc. KYTH S-3 9/2/14 $200.00 Equity/Debt

Priceline Group Inc. PCLN S-3ASR 9/2/14 9/2/14 Unlimited Equity/Debt

Radius Health Inc. RDUS S-3 9/2/14 $150.00 Equity

Shelf Registration Statements Filed Since August 25, 2014

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

Kandi Technologies Group Inc.

CHA Industrial Closed 9/4/14 RD $71.00 CS KNDI $722.95 $17.25 -10.00% 18.00% FTGCAPI

Authentidate Hold-ing Corp.

USA Technology Closed 9/3/14 RD $2.17 CS ADAT $27.75 $0.72 1.40% 33.00%

Orchid Island Capital Inc.

USA Real Estate Closed 9/3/14 RD $75.00 ATM ORC $137.35 $14.09 0.00% N/A LTC; MUFG

Gladstone Com-mercial Corp.

USA Real Estate Closed 9/2/14 RD $100.00 ATM GOOD $323.85 $18.28 0.00% N/A CANFITZ

Atlas Resource Partners LP

USA Energy Closed 8/29/14 RD $100.00 ATM ARP $1,636.31 $20.07 0.00% N/A DB; RB; USCA

Orient Paper Inc. CHA Basic Materials Priced 8/27/14 RD $2.50 CS ONP $36.57 $1.95 -17.90% 50.00% HWC

Totals 8 Deals $428.39

CoNTiNueD >

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23 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

Page 24: IPOs are on pace for best year since 2000

Small Cap Equity FinanCE aCtivity

All data is based on proproetary information from Dealogic. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee the accuracy and completeness of this information.

< Previous

Shelf Registration Statements Filed Since August 25, 2014

Issuer Ticker Type Filing Date Eff. Date Reg. Amt. ($M) Securities

Alleghany Corp. Y S-3ASR 8/29/14 8/29/14 Unlimited Debt

Dynatronics Corp. DYNT S-3 8/29/14 $15.00 Equity/Debt

Intra-Cellular Therapies Inc. ITCI S-3 8/29/14 $150.00 Equity/Debt

Lexicon Pharmaceuticals Inc. LXRX S-3 8/29/14 $150.00 Equity/Debt

NanoString Technologies Inc. NSTG S-3 8/29/14 $100.00 Equity/Debt

Pixelworks Inc. PXLW S-3 8/29/14 $50.00 Equity

Quantum Fuel Systems Technologies Worldwide Inc. QTWW S-3 8/29/14 $75.00 Equity/Debt

Spherix Inc. SPEX S-3 8/29/14 $30.00 Equity

Taylor Morrison Home Corp. TMHC S-3ASR 8/29/14 8/29/14 Unlimited Equity/Debt

United Financial Bancorp Inc. UBNK S-3ASR 8/29/14 8/29/14 Unlimited Equity/Debt

Brookfield Asset Management Inc. BAM F-10 8/28/14 $1,000.00 Equity/Debt

Carrizo Oil & Gas Inc. CRZO S-3ASR 8/28/14 8/28/14 Unlimited Equity/Debt

Western Gas Partners LP WES S-3 8/28/14 $500.00 Equity

Castle Brands Inc. ROX S-3 8/27/14 $30.00 Equity

Nordstrom Inc. JWN S-3ASR 8/27/14 8/27/14 Unlimited Equity

Tiffany & Co. TIF S-3ASR 8/27/14 8/27/14 Unlimited Equity/Debt

Air Industries Group AIRI S-3 8/26/14 $12.14 Equity/Debt

Ardmore Shipping Corp. ASC F-3 8/26/14 $300.00 Equity/Debt

BNC Bancorp BNCN S-3 8/26/14 $150.00 Equity/Debt

Compugen Ltd. CGEN F-3 8/26/14 9/4/14 $200.00 Equity/Debt

Quest Resource Holding Corp. QRHC S-3 8/26/14 $50.00 Equity

Totals 35 Shelf Registeration Statements

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24 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4

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Small Cap Equity FinanCE aCtivity

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since August 25, 2014

9/5/14 Breather Undisclosed $6,000,0009/5/14 Cord Project Seed $1,800,0009/5/14 Delta ID Series A $5,000,0009/5/14 Favor Seed $2,000,0009/5/14 Honeycomb Seed $750,0009/5/14 iSpecimen Series B $8,000,0009/5/14 Pop Up Archive Seed $337,5009/5/14 Propeller Health Series B $14,500,0009/5/14 RxResults Undisclosed $4,000,0009/5/14 Shelvspace Seed $180,0009/4/14 3rdNut Seed Undisclosed9/4/14 AcuFocus Undisclosed $21,000,0009/4/14 Adinch Undisclosed $3,000,0009/4/14 Anews Undisclosed $3,000,0009/4/14 Angles Media Seed $150,0009/4/14 Appcore Undisclosed $400,0009/4/14 ApplyKit Seed $225,0009/4/14 Brightkit Undisclosed Undisclosed9/4/14 Crux Seed $33,7509/4/14 DataStax Undisclosed $106,000,0009/4/14 Dinner Lab Undisclosed $1,000,0009/4/14 Feed.fm Undisclosed $1,200,0009/4/14 Fractyl Laboratories Undisclosed $19,764,9089/4/14 Frank & Oak Series B $15,000,0009/4/14 GetSet Undisclosed $2,500,0009/4/14 HootSuite Undisclosed $35,000,0009/4/14 IEX Undisclosed $75,000,0009/4/14 ImmunoPhotonics Undisclosed $1,800,0009/4/14 JetMe Seed $400,0009/4/14 Jukely Undisclosed $1,800,0009/4/14 Meldium Undisclosed $15,000,0009/4/14 MetricStream Undisclosed $60,000,0009/4/14 NextCapital Undisclosed $6,000,0009/4/14 One Series A $16,700,0009/4/14 PlusN Undisclosed $600,0009/4/14 Savant Systems Undisclosed $90,000,0009/4/14 Shine Medical Technologies Undisclosed $2,400,0009/4/14 ShopIgniter Undisclosed Undisclosed9/4/14 Spotify Seed $322,0009/4/14 Stitch App Seed $45,0009/4/14 Symphony Commerce Series B $21,500,0009/4/14 Think Big Analytics Undisclosed Undisclosed9/4/14 Vice Media Undisclosed $250,000,0009/4/14 Wemo Media Undisclosed $1,780,0009/4/14 Whale Path Seed $1,100,0009/4/14 xAD Undisclosed $50,000,0009/3/14 3DHubs Series A $4,500,0009/3/14 ActivityHero Series A $2,200,0009/3/14 Axial Healthcare Series A $1,750,0009/3/14 Bandwagon Seed $50,0009/3/14 BidPal Network Undisclosed $810,0009/3/14 Black Duck Software Undisclosed $20,000,0009/3/14 Core2 Group Series A $4,300,0009/3/14 Cynvenio Biosystems Undisclosed $1,000,0009/3/14 FanDuel Series D $70,000,0009/3/14 High Gear Media Undisclosed Undisclosed9/3/14 IndoorAtlas Undisclosed $10,000,000

9/3/14 Inkshares Seed $500,0009/3/14 ItsOn Series C Undisclosed9/3/14 Location Labs Undisclosed $220,000,0009/3/14 Sgrouples Seed $1,200,0009/3/14 Sobrr Undisclosed $1,100,0009/3/14 Superpedestrian Undisclosed $4,074,9909/3/14 Tailwind Transportation Undisclosed $500,0009/3/14 WealthForge Holdings Undisclosed $1,000,0009/2/14 BoomBoom Prints Seed $135,0009/2/14 Centri Technology Undisclosed $6,340,5649/2/14 Clarity Health Undisclosed $1,059,3529/2/14 Clearside Biomedical Series B $16,000,0009/2/14 Gusto Undisclosed $500,0009/2/14 HTG Molecular Diagnostics Undisclosed $16,000,0009/2/14 Impraise Undisclosed Undisclosed9/2/14 Legend3D Series C $10,000,0009/2/14 Measurabl Seed $2,000,0009/2/14 MindMixer Series C $17,000,0009/2/14 NABsys Undisclosed $25,500,0009/2/14 Neurovance Undisclosed $4,000,0009/2/14 Novan Therapeutics Undisclosed $10,325,0939/2/14 Polyera Undisclosed $7,370,0009/2/14 Thar Pharmaceuticals Undisclosed $115,0009/2/14 TradeYa Undisclosed $565,0009/2/14 Vergeous Seed $1,471,0009/2/14 Whill Series A $11,000,0008/30/14 Infusion Medical Undisclosed $3,200,0008/29/14 8tracks Undisclosed $1,279,9808/29/14 AbGenomics International Undisclosed $13,160,0008/29/14 Armetheon Series A $7,000,0008/29/14 Better ATM Services Undisclosed $401,2508/29/14 BillForward Seed Undisclosed8/29/14 Connequity Series A Undisclosed8/29/14 Crowdpac Undisclosed $374,9948/29/14 Doorman Seed $200,0008/29/14 Eaze Seed $150,0008/29/14 eNeura Therapeutics Undisclosed $5,776,2118/29/14 GoCoin Undisclosed $590,0008/29/14 haystagg Seed $500,0008/29/14 HealthiNation Undisclosed $2,242,4138/29/14 IntelliView Technologies Undisclosed Undisclosed8/29/14 iSIGHT Partners Undisclosed $6,948,2768/29/14 JustFab Series D $85,000,0008/29/14 Maana Undisclosed $6,000,0008/29/14 Medalogix Undisclosed $5,000,0008/29/14 Mizzen+Main Series A $1,200,0008/29/14 Nexenta Systems Undisclosed Undisclosed8/29/14 Ortho Kinematics Undisclosed $465,0008/29/14 Orthopaedic Synergy Undisclosed $865,0008/29/14 Pinshape Seed $300,0008/29/14 Plasticity Undisclosed $2,100,0008/29/14 ReaLync Undisclosed $300,0008/29/14 Respicardia Undisclosed $2,996,0068/29/14 Ruckus Gaming Undisclosed $2,000,0008/29/14 Sapheon Undisclosed Undisclosed8/29/14 Script Seed $1,000,0008/29/14 Selecta Biosciences Undisclosed $4,450,000

CONTINUED >All data is based on proprietary information from PrivateRaise, a service of The Deal. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee te accuracy and completeness of this information.

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Small Cap Equity FinanCE aCtivity

< Previous

Date Company Round Funding Amount Date Company Round Funding Amount

Venture Capital Deals Since August 25, 2014

All data is based on proprietary information from PrivateRaise, a service of The Deal. Data is updated based on availability of public disclosures (e.g. press releases and SEC filings) or has been obtained from sources deemed reliable, including certain third party sources. However, The Deal cannot guarantee te accuracy and completeness of this information.

8/29/14 Sickweather Seed $450,0008/29/14 Smart Energy Instruments Undisclosed Undisclosed8/29/14 SYNQY Seed $2,000,0008/29/14 Tickeron Series B $8,000,0008/29/14 Visio Financial Services Undisclosed $1,850,0008/29/14 ZoomIn Undisclosed $8,000,0008/28/14 Aceable Undisclosed $400,0008/28/14 Airspan Networks Series E $3,000,0008/28/14 Apellis Pharmaceuticals Undisclosed $11,842,4878/28/14 BacterioScan Series A $5,000,0008/28/14 Cognii Undisclosed $100,0008/28/14 CoreCommerce Undisclosed Undisclosed8/28/14 DreamFunded Undisclosed $120,0008/28/14 Educents Undisclosed $200,0008/28/14 EquityHealth Undisclosed $80,0008/28/14 eXacly Series B $1,617,7808/28/14 Filecoin Undisclosed Undisclosed8/28/14 Green & Grow Series B $6,000,0008/28/14 GroupZOOM Undisclosed $1,000,0008/28/14 IFTTT Undisclosed $30,000,0008/28/14 IgnitionOne Undisclosed $2,500,0008/28/14 Letterforms Undisclosed $110,0008/28/14 NeoReach Seed $1,500,0008/28/14 Nubity Undisclosed $70,0008/28/14 OncoPep Series B $6,900,0008/28/14 PPLCONNECT Seed Undisclosed8/28/14 Rockbot Undisclosed Undisclosed8/28/14 SeatGeek Series B $35,000,0008/28/14 SourceEasy Undisclosed $1,000,5008/28/14 Sun Catalytix Undisclosed Undisclosed8/27/14 ActivityHero Undisclosed $1,845,7878/27/14 AirStrip Technologies Undisclosed $25,000,0008/27/14 ARM Insight Undisclosed $50,0008/27/14 AttriBuy Undisclosed $100,0008/27/14 Bellicum Pharmaceuticals Series C $55,000,0008/27/14 Buddy Drinks Undisclosed $100,0008/27/14 CloudTags Undisclosed $630,0008/27/14 Datanyze Seed $2,000,0008/27/14 DreamsCloud Series A $2,000,0008/27/14 EMRes Technologies Series A $2,900,0008/27/14 FormaFina Undisclosed $980,0008/27/14 Glassbeam Undisclosed $2,000,0008/27/14 Health As We Age Undisclosed $35,0008/27/14 hobbyDB Undisclosed $150,0008/27/14 HotSpot Tax Undisclosed Undisclosed8/27/14 InContext Solutions Undisclosed $12,000,0008/27/14 LogicNets Undisclosed $3,000,0008/27/14 Near Me Undisclosed $500,0008/27/14 Nutanix Undisclosed $140,000,0008/27/14 Olio Devices Undisclosed $1,750,0008/27/14 Pluralsight Series B $135,000,0008/27/14 SketchDeck Undisclosed $400,0008/27/14 Smarter Remarketer Undisclosed $7,000,0008/27/14 Socure Undisclosed $4,297,4858/27/14 Strut Undisclosed $1,500,0008/27/14 Theatro Series A $5,000,000

8/27/14 Traklight Undisclosed $350,0008/27/14 TransMed Undisclosed $7,300,0008/27/14 Verdigris Technologies Undisclosed $4,000,0008/27/14 Viropro Undisclosed $500,0008/27/14 Wakie Undisclosed $1,000,0008/27/14 Wikia Undisclosed $15,000,0008/27/14 ZipRecruiter Series A $63,000,0008/27/14 Zuli Undisclosed $1,650,0008/26/14 Admitted.ly Seed $1,200,0008/26/14 AutoWeb Undisclosed $4,000,4208/26/14 Bizible Undisclosed $8,000,0008/26/14 BLiNQ Networks Undisclosed $7,369,4578/26/14 Cognuse Undisclosed $67,0008/26/14 Continuity Engine Undisclosed $10,041,0888/26/14 Disruptor Beam Undisclosed $1,624,9658/26/14 EnerTrac Undisclosed $976,3118/26/14 FeedVisor Series A $6,000,0008/26/14 Footmarks Undisclosed $1,570,7808/26/14 InCorta Undisclosed $250,0008/26/14 Little Borrowed Dress Undisclosed $300,0008/26/14 Lumiata Undisclosed $5,000,0008/26/14 MIOX Undisclosed $1,000,0008/26/14 Mobiquity Undisclosed $5,000,0008/26/14 The Honest Company Series C $70,000,0008/26/14 Trov Series B $5,383,0008/26/14 Trulioo Undisclosed Undisclosed8/26/14 Vehcon Undisclosed $192,0008/26/14 Vidyo Undisclosed $1,315,3008/26/14 WigWag Undisclosed $685,0008/26/14 Wizeline Undisclosed $6,700,0008/25/14 Advanced Cooling Therapy Series A $1,500,0008/25/14 Aldea Pharmaceuticals Series B $24,000,0008/25/14 Appcelerator Series D $22,000,0008/25/14 AvantCredit Undisclosed $200,000,0008/25/14 Civitas Therapeutics Series C $55,000,0008/25/14 Continuity Control Undisclosed $10,000,0008/25/14 DietBetter Series A $2,269,0008/25/14 DraftKings Undisclosed $41,000,0008/25/14 Dynamic Signal Series C $12,000,0008/25/14 Fairwaves Undisclosed $280,0008/25/14 MedShape Undisclosed $350,0008/25/14 Meedoc Seed $1,500,0008/25/14 Metamason Undisclosed $135,0008/25/14 Moment Undisclosed $1,500,0008/25/14 MyoKardia Undisclosed $10,000,0008/25/14 PaperShare Undisclosed Undisclosed8/25/14 Reverse Medical Undisclosed Undisclosed8/25/14 RGFREE Undisclosed $2,000,0008/25/14 ROCKI Undisclosed $225,0008/25/14 Splitwise Undisclosed $235,0008/25/14 Symptomly Undisclosed $200,0008/25/14 Twitch Undisclosed $970,000,0008/25/14 Vaccinogen Undisclosed $10,000,0008/25/14 Vive Crop Protection Undisclosed Undisclosed8/25/14 Zumigo Series B $6,000,000 Total: 225

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COMPANY INDEX

A-i

Accel Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Aegis Capital Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Affirmed Therapeutics BV . . . . . . . . . . . . . . . . . . . . . .12

Alibaba Group Holding Ltd . . . . . . . . . . . . . . . . . . . . . . .1

Axiom Capital Management Inc . . . . . . . . . . . . . . . . 10

B . Riley & Co . LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Baidu Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Bank of America Merrill Lynch . . . . . . . . . . . . . . . . . .12

Barclays Capital plc . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 12

Battery Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Bay City Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

BDO China Dahua CPA Co . Ltd . . . . . . . . . . . . . . . . . . . .6

Beijing CAC Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Bio Blast Pharma Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Blue Jeans Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

BMO Capital Markets Corp . . . . . . . . . . . . . . . . . . . . . .12

Boldface Group Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Box Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

BTIG LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Calithera Bioscioences Inc . . . . . . . . . . . . . . . . . . . . . . . .4

Canaccord Genuity Inc . . . . . . . . . . . . . . . . . . . . . . . . . .12

Cantor Fitzgerald & Co . . . . . . . . . . . . . . . . . . . . . . . . . . .9

China First Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Chroma Makeup Studio LLC . . . . . . . . . . . . . . . . . . . . .7

Cisco Systems Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Citigroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Citizens Financial Group Inc . . . . . . . . . . . . . . . . . . . . . .4

Citrix Systems Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Civitas Therapeutics Inc . . . . . . . . . . . . . . . . . . . . . . . . . .4

Clinton Group Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Cnova NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Credit Suisse Securities (USA) LLC . . . . . . . . . . . . 5, 12

CRT Capital Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . .12

Cyber-Ark Software Ltd . . . . . . . . . . . . . . . . . . . . . . . . . .4

Deloitte Touche Tohmatsu

Certified Public Accountants Ltd . . . . . . . . . . . . . . . .6

Deutsche Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Elizabeth Arden Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Emerson Equity LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Ernst & Young Hua Ming LLP . . . . . . . . . . . . . . . . . . . . .6

Fox Petroleum Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

FT Global Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 8

Fulbright & Jaworski LLP . . . . . . . . . . . . . . . . . . . . . . . 10

Goldman, Sachs & Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Good Technology Corp . . . . . . . . . . . . . . . . . . . . . . . . . .4

Gottbetter Capital Markets LLC . . . . . . . . . . . . . . . . . .7

Graubard Miller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Greenberg Traurig LLP . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Groupe Casino . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

GWG Holdings Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

H .C . Wainwright & Co . LLC . . . . . . . . . . . . . . . . . . . . . . .5

Harris Moure PLLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Harvest Natural Resources Inc . . . . . . . . . . . . . . . . . . 10

Hillair Capital Investments LP . . . . . . . . . . . . . . . . . . . .7

HubSpot Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

j-z

JD .com Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1, 5

Jefferies LLC, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

JMP Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Johnson Rice & Co . LLC . . . . . . . . . . . . . . . . . . . . . . . . .12

JPMorgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 12

Jumei International Holding Ltd . . . . . . . . . . . . . . . . . .1

Kandi Technologies Group Inc . . . . . . . . . . . . . . . . 5, 8

Knight Capital Group . . . . . . . . . . . . . . . . . . . . . . . . . . 10

KPMG Huazhen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

LeClairRyan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Lee Tillett Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Leerink Partners LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Littman Krooks LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Loeb & Loeb LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Longtop Financial Technologies Ltd . . . . . . . . . . . . .6

Lowenstein Sandler LLP . . . . . . . . . . . . . . . . . . . . . . . . .5

MacroCure Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Marcum Bernstein & Pinchuk LLP . . . . . . . . . . . . . . . .5

Maslon Edelman Borman & Brand LLP . . . . . . . . . 10

MDB Capital Group LLC . . . . . . . . . . . . . . . . . . . . . . . . . .4

Mitsubishi UFJ Securities (USA) Inc . . . . . . . . . . . . . .12

MLV & Co . LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Mobileye NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Morgan Stanley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 12

Morrison & Foerster LLP . . . . . . . . . . . . . . . . . . . . . . . 10

Nabsys Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

New Enterprise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Newbridge Securities Corp . . . . . . . . . . . . . . . . . . . . . 10

Newport Coast Securities Inc . . . . . . . . . . . . . . . . . . . 10

Norwest Venture Partners . . . . . . . . . . . . . . . . . . . . . . .8

Oppenheimer & Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Orient Paper Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Paramount Group Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Point Judith Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PricewaterhouseCoopers

Zhong Tian CPAs Ltd . Co . . . . . . . . . . . . . . . . . . . . . . . .6

Prime Acquisition Corp . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ProQR Therapeutics BV . . . . . . . . . . . . . . . . . . . . . . . . . .4

Proskauer Rose LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Pryor Cashman LLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Raymond James & Associates Inc . . . . . . . . . . . . . . 10

Renaissance Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ReWalk Robotics Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Rhythm Holding Co . LLC . . . . . . . . . . . . . . . . . . . . . . . . .4

Roth Capital Partners LLC . . . . . . . . . . . . . . . . . . . . . . . .5

RPM Advantage Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Schulte Roth & Zabel LLP . . . . . . . . . . . . . . . . . . . . . . . .9

Scotiabank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Sino Mercury Acquisition Corp . . . . . . . . . . . . . . . . . . .9

Sino-Forest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Starlight Capital Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Stata Venture Partners Inc . . . . . . . . . . . . . . . . . . . . . . 10

Stephens Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Stifel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Tencent Holdings Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

TPG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Trout Capital LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Wayfair Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

Wells Fargo Securities LLC . . . . . . . . . . . . . . . . . . . . . .12

Wet Seal Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Yahoo! Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

Yodle Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

Youku Tudou Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

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27 the DeALFLOW RePORt t u e s D Ay s e P t e m b e R 9 2 0 1 4