investment banking & firm overview - newbridge … securities corporation investment banking...

Newbridge Securities CorporationInvestment Banking & Firm Overview

April 2017

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

▪ Firm Overview▪ Investment Banking Services▪ Distribution Platform

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

▪ Institutional distribution capabilities ▪ Equity and fixed income Trading Desks

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

o 70 offices in 18 states throughout the U.S. (1)

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

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

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

▪ The firm derives its strength from its distribution capabilities through its Institutional Investor network as well as its proprietary national retail platform of approximately 200+ registered representatives.

Firm Overview

Investment Banking

Capital Markets

Private Wealth Management

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

Investment Banking Services

Capital Raising

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

Mergers & Acquisitions

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

Corporate Advisory

▪ Strategic Consulting▪ Fairness Opinions▪ Valuations

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

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

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

Investment Banking Services (continued)

Capital Raising




Corporate Advisory


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

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

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

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

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

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


Capital Raising




Corporate Advisory


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

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

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


Capital Raising




Corporate Advisory


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

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

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

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

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

Newbridge Offering Process

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

Co-ManagerIndustry Knowledge & Powerful Distribution

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

Lead ManagerAdvisory Focus

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

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

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

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

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

Investment Banking Process

U.S. Institutions• Coverage of financial Institutions

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

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

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

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

– 200+ Registered Representatives

Capital Markets – Distribution Capabilities

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

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

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

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

▪ Synthesize client’s message

▪ Identify Investor universe

▪ Execute Road Show

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

▪ Powerful & Targeted Distribution

▪ Sales & Trading Follow Up

Newbridge Process

▪ Clients need and deserve the support of the firm

˗ To maximize exposure to the public markets

˗ To drive shareholder value

Newbridge Philosophy

Capital Markets – Process

Capital Markets – Proprietary Retail Distribution

▪ Newbridge also has the capacity to access its proprietary retail investor base, differentiating it from other investment banking firms˗ The company has over 200+ Registered Representatives ˗ 70 offices in 18 states throughout the U.S.

Newbridge Securities – National Retail Distribution

Offices of Supervisory Jurisdiction States with Newbridge OfficesBoca Raton, Florida New York, New York Tom's River, New Jersey

5200 Town Center Circle 211 East 43rd Street 411 Hooper Avenue

Tower One, Suite 308 Suite 1300 Floor 1

Boca Raton, FL 33486 New York, NY 10017 Toms River, NJ 08753

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

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

Suite 300 Suite 625 Suite 200

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

Chicago, Illinois Woodbury, New York

125 S Wacker Drive 6800 Jericho Turnpike

Suite 300 Suite 204E

Chicago , IL 60606 Syosset, NY 11791

States with NSC Offices

▪ Investment Banking Team – Corporate Bios

Investment Banking Team Biographies

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

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

John McAuliffe – Managing Director of Investment Banking | Newbridge Securities Corporation▪ Over 30 years of investment banking experience. ▪ Previously worked at H.J. Meyers, where he worked as an investment advisor, branch manager, ran the institutional sales

department, and was an Investment Banker focused on Biotech and Technology.▪ Bachelor of Science degree from the State University of New York (Brockport).

Jody Eisenman – Senior Director of Corporate Finance | Newbridge Securities Corporation▪ Over 20 years of investment banking experience.▪ Former Managing Director of corporate finance at Legend Securities, CEO of PHD Capital, and SVP at Lehman Brothers and

Oppenheimer, and former Managing Partner of the Centaurian Fund.▪ MBA in Finance and International Business from New York University.

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

Investment Banking Team Biographies (continued)

H.H. (Kin) Houston III – Senior Vice President of Institutional Sales | Newbridge Securities Corporation▪ Over 20 Years of experience in the investment Industry▪ Began his career with Shearson Lehman, and worked at several boutique brokerages including Joseph Charles & Associates and

JW Charles & Co.▪ Former Chairman and CEO of First Continental, Inc., a company which performed back office services for commodity pool

operators and account managers.▪ Attended the University of South Carolina and Coastal Carolina University where he studied business management/finance.

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

trading department.▪ Florida International University, Finance Major.

Craig Pierson – Managing Director | LifeTech Capital▪ 20 Years of experience in biotechnology financing ▪ Former Senior Investment Banking positions at Gruntal & Co., Janney Montgomery Scott, Dawson James, Jesup & Lamont and

Legend Merchant, focused on raising capital for emerging growth healthcare firms.▪ Has been an investor and founder in companies such as Sontra Medical, Adventrx, DTI, and Centauri Surgical Systems. ▪ Rochester Institute of Technology for chemical engineering and completed the executive pharmacology program at MIT.

Tom Masterson – Managing Director | LifeTech Capital▪ 26 Years of Capital Market Experience ▪ Has held senior investment banking roles at Paine Webber Jackson (now UBS), Shearson Lehman Brothers (now Morgan Stanley

Smith Barney), Raymond James Financial Services, and National Financial Partners.▪ BA in Finance from the University of Massachusetts (Amherst).

Investment Banking Team Biographies (continued)

Stephen M. Dunn – Senior Managing Director | LifeTech Capital▪ 35 years of research, operations and finance experience.▪ Mr. Dunn has previously held several senior equity research roles at LifeTech Capital, Aurora Capital, Jesup & Lamont and

Dawson James Securities. ▪ Has held several management roles in business development, finance and operations at various biomedical companies Beckman

Coulter (Coulter, Danaher), Cordis (Johnson & Johnson, Cardinal Health), and Telectronics (St. Jude Medical, Abbott Laboratories).

Thomas A. Gallo – Founder & Senior Managing Director | Strategic Advisory Group▪ 30 Years Securities Industry/Investment Banking experience ▪ Former Investment Banker at Garden State Securities, a registered broker dealer and investment bank. ▪ Former Managing Director of Investment Banking at Moneta Capital Advisors, a merchant banking organization.▪ Former President of Kirlin Securities, Inc., a New York- based investment banking and financial service firm, with 300 registered

representatives. Purchased M.S. Farrell & Co., Inc., of which Mr. Gallo was a founder.

Constantino Gutierrez – Director, Investment Banking | Sandstone Group▪ 10 years of Investment Banking experience.▪ Former Vice President of Investment Banking at Ladenburg Thalmann & Co. Inc., a leading middle-market investment bank.▪ Former Associate of Investment Banking at Maxim Group, LLC, a retail-focused investment banking firm.▪ BA from the University of Pennsylvania.

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

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

Selected Recent Transactions | Capital Raises

Matlin & Partners Acquisition Corp.

(NASDAQ:MPACU)

Initial Public Offering$300,000,000

Selling Group MemberMarch 2017

SPECIAL PURPOSEACQUISITION

CORPORATION

Sachem Capital Corp.(NYSE MKT:SACH)


Selling Group MemberFebruary 2017

Zynex, Inc.(OTCQB:ZYXI)

PIPE$1,000,000

Placement AgentMarch 2017

FinTech Acquisition Corp. II(NASDAQ:FNTE)


Selling Group MemberJanuary 2017

NAC Global Technologies, Inc.(OTCQB:NACG)

PIPE$1,000,000

Placement AgentDecember 2016

Polar Power, Inc.(NASDAQ:POLA)


Selling Group MemberDecember 2016

Pixarbio Corporation (OTCQB:PXRB)

PIPE$23,400,000

Placement AgentOctober 2016

AzurRx BioPharma, Inc.(NASDAQ:AZRX)


Selling Group MemberOctober 2016

RiverNorth/DoubleLine Strategic Opportunity Fund

(NYSE:OPP)


UnderwriterSeptember 2016

Nuveen High Income Nov 2021 Target Term Fund

(NYSE:JHB)


UnderwriterAugust 2016

Selected Recent Transactions | Capital Raises – (continued)

Atossa Genetics, Inc.(NASDAQ:ATOS)

Follow-On Offering$2,880,000

Selling Group MemberAugust 2016

Monster Digital, Inc.(NASDAQ:MSDI)


Selling Group MemberJuly 2016

Viveve Medical, Inc.(NASDAQ:VIVE)


Selling Group MemberJune 2016

Nuveen High Income Dec 2019 Target Term Fund

(NYSE:JHD)


UnderwriterMay 2016

Echo Therapeutics, Inc. (OTCQB:ECTE)

PIPE$4,470,000

Placement AgentMay 2016

Eaton Vance Corp. (NYSE:EHT)


Selling Group MemberMay 2016

Spring Bank Pharmaceuticals (NASDAQ:SBPH)



Cellectar Biosciences, Inc.(NASDAQ:CLRB)


Selling Group MemberApril 2016

Hedge Path Pharmaceuticals (OTCQB:HPPI)

PIPE$5,500,000

Placement AgentApril 2016

Manhattan Bridge Capital, Inc. (NASDAQ:LOAN)



China Customer Relations Center, Inc.

(NASDAQ:CCRC)


Selling Group MemberDecember 2015


RiverNorth Tactical Opportunities Fund, Inc.

(NYSE:RIV)


UnderwriterDecember 2015

MamaMancini's Holdings, Inc. (OTCQB:MMMB)

PIPE$1,600,000

Placement AgentNovember 2015

Nuveen High Income Dec 2018 Target Term Fund

(NYSE:JHA)


UnderwriterNovember 2015

First Trust Dynamic Europe Equity Income Fund

(NYSE:FDEU)



AYTU Bioscience, Inc.(OTCQB:ATYU)

PIPE$5,175,000

Placement AgentSeptember 2015

Nuveen High Income 2020 Target Term Fund

(NYSE:JHY)


UnderwriterJuly 2015

Perseon Corporation(NASDAQ:PRSN)


Selling Group MemberJuly 2015

Yulong Eco-Materials, Limited(NASDAQ:YECO)



Tekla World Healthcare Fund(NYSE:THW)


UnderwriterJune 2015


BioPharmX Corporation(NYSE MKT:BPMX)



Allianz GI Diversified Income& Convertible Fund

(NYSE:ACV)


UnderwriterMay 2015

XBiotech, Inc.(NASDAQ:XBIT)



Viking Therapeutics, Inc.(NASDAQ:VKTX)



JM WOWO(NASDAQ:JMU)


UnderwriterApril 2015

Tantech Holdings Ltd(NASDAQ:TANH)



Calamos Dynamic Convertible & Income Fund

(NASDAQ:CCD)


UnderwriterFebruary 2015

Miller/Howard HighIncome Equity Fund

(NYSE:HIE)



Great Basin Scientific, Inc. (OTCQB:GBSN)



BlackRock Science & Technology Trust

(NYSE:BST)


UnderwriterOctober 2014


Wheeler Real Estate Investment Trust, Inc.

(NASDAQ:WHLR)


Co-Lead UnderwriterSeptember 2014

Goldman Sachs MLP & Energy Renaissance Fund

(NYSE:GER)

Initial Public Offering$1,400,000,000


GWG Holdings, Inc.(NASDAQ:GWGH)


Co-ManagerAugust 2014

American RealtyCapital Properties, Inc.

(NASDAQ:ARCP)



Tekla Healthcare Opportunities Fund

(NYSE:THQ)



Duff & Phelps Select Energy MLP Fund Inc.

(NYSE:DSE)



China Commercial Credit, Inc.(NASDAQ:CCCR)



Nuveen All Cap EnergyMLP Opportunities Fund

(NYSE:JMLP)


UnderwriterMarch 2014

First Trust New Opportunities MLP & Energy Fund

(NYSE:FPL)



Wheeler Real Estate Investment Trust, Inc.

(NASDAQ:WHLR)

PIPE$12,160,000

Placement AgentJanuary 2014


Methes Energies International Ltd.(NASDSAQ:MEIL)

PIPE$2,600,000

Placement AgentDecember 2013

Goldman Sachs MLP Income Opportunities Fund

(NYSE:GMZ)



Ares Multi-StrategyCredit Fund, Inc.

(NYSE:ARMF)


UnderwriterOctober 2013

Center Coast MLP& Infrastructure Fund

(NYSE:CEN)



China Commercial Credit, Inc.(NASDAQ:CCCR)


Selling Group MemberAugust 2013

KKR Income Opportunities Fund

(NYSE:KIO)



ClearBridge AmericanEnergy MLP Fund, Inc.

(NYSE:CBA)



Guggenheim Credit Allocation Fund

(NYSE:GGM)



Principal Real EstateIncome Fund(NYSE:PGZ)



RCS Capital Corporation(NYSE:RCAP)




Flaherty & Crumrine Dynamic Preferred Income Fund, Inc.

(NYSE:DFP)


UnderwriterMay 2013

Ladenburg Thalmann Financial Services, Inc.

(NYSE:LTS.Pra)

Preferred Stock Offering$115,000,000


DoubleLine Income Solutions Fund

(NYSE:DSL)


UnderwriterApril 2013

Neuberger Berman MLP Income Fund(NYSE MKT:NML)



Brookfield Mortgage Opportunity Income Fund

(NYSE:BOI)



Eaton Vance Municipal Income 2028 Term Trust

(NYSE:ETX)



Apollo Tactical Income Fund, Inc.

(NYSE:AIF)


UnderwriterFebruary 2013

BlackRock Multi-SectorIncome Fund

(NYSE:BIT)



Nuveen Intermediate Duration Quality Municipal Term Fund

(NYSE:NIQ)



PIMCO Dynamic Credit Mortgage Income Fund

(NYSE:PCI)


UnderwriterJanuary 2013

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

Geospatial Corporation(OTCQB:GSPH)

Corporate Advisory

Financial AdvisorMarch 2016

MOBI724 Global Solutions Inc. (OTCQX:FPOTF)

Corporate Advisory

Financial AdvisorMarch 2016

Central Oil & GasCorporation of America

Corporate Advisory

Financial AdvisorFebruary 2016

Zivo Bioscience, Inc. (OTCQB:ZIVO)

Corporate Advisory

Financial AdvisorJanuary 2016

Steele Oceanic Corporation(OTCQB:SELR)

Corporate Advisory

Financial AdvisorJanuary 2016

NAC Global Technologies, Inc.(OTCQB:NACG)

Business Combination with Swiss Heights Engineering S.A.

M&A AdvisorDecember 2016

Kraig Biocraft Laboratories, Inc. (OTCQB:KBLB)

Corporate Advisory

Financial AdvisorDecember 2016

Integral Technologies, Inc. (OTCQB:ITKG)

Corporate Advisory

Financial AdvisorDecember 2016

Catalytec, Inc.

Corporate Advisory

Financial AdvisorNovember 2016

HASCO Medical, Inc.(OTCQB:HASC)

Fairness Opinion

Financial AdvisorAugust 2015

Contact Information

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

Securities offered through Newbridge Securities CorporationMember FINRA / SIPC

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

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