Steven N. Levine

Cannabis

• Negotiated successful purchase of various recreational and medical establishment licenses and businesses in Colorado since 2010.
• Represented clients in development of commercial greenhouses used by cannabis tenants in Colorado and California
• Negotiated warehouse leases for numerous landlords and tenants in Colorado and California since 2010.
• Developed and licensed proprietary technology and trademarks for technology and intellectual property holding companies in the marijuana and industrial hemp industries operating in the United States.
• Represented Canadian public companies with cannabis operations in the United States.
• Represented clients expanding cannabis operations into Canada.
• Handled corporate formation, financings and commercial contracts for emerging growth cannabis technology and business solution companies.
• Worldwide market leader and expert in providing data-driven solutions for recall services for durable goods - Assisted large recreational center in obtaining one of the first retail licenses in Aurora, Colorado, in 2014.
• Obtained medical infused-products license for an infused-products manufacturer in Colorado in 2015.
• Advised medical and adult-use stores, marijuana-infused-products manufacturers and marijuana testing facilities on licensing issues at local and state levels in Colorado and California.
• Represented cannabis operators in Colorado in administrative show cause orders, negotiation of remediation plans and stipulated settlement agreements with state and local agencies.
• Advised one of the largest cannabis testing facilities on its reverse merger into a publicly reporting company in 2014.
• Represented one of the largest cannabis security companies in its reverse merger into a publicly reporting company in 2015.

Mergers & Acquisitions

• Represented natural resource company in reverse merger into a public shell valued at $200 million.
• Represented client in sale of business unit for $18 million, including drafting and negotiating asset purchase agreement and all ancillary documents.
• Advised worldwide money transfer company on purchase of competitor in California for $4 million, including drafting and negotiating the asset purchase agreement and all ancillary documents.
• Represented NASDAQ oil and gas company in an acquisition of public oil and gas company, including drafting the merger agreement, Form S-4 registration statement and related ancillary documents.
• Counseled private company on reverse merger into public shell listed on Over-the-Counter Bulletin Board (OTCBB).
• Represented private company in the $17 million purchase of membership interests in a Texas LLC.
• Drafted and negotiated repurchase agreement of convertible debentures for publicly traded company.
• Prepared private placement memorandum (PPM) for a $3.5 million equity offering for fast food company.
• Prepared PPM for Colorado gourmet grocery store to providing funding for a second store.
• Represented two NASDAQ oil and gas companies in $30 million public offerings of common shares.
• Represented publicly traded company in private issuance of $3.5 million in common stock and prepared subsequent Form S-1 resale registration statement.
• Prepared and responsible for filing Form S-3 universal shelf registration statements for two different NASDAQ-listed entities.
• Prepared PPM for $2.5 million equity offering in the United States of a public company.

General Corporate

• Advised NASDAQ information technology service provider on renegotiation of information technology outsourcing (ITO) agreements aggregating $150 million, including drafting and negotiating master service agreements, license agreements, statements of work and other related agreements.
• Represented publicly traded oil and gas company in negotiation of an amendment agreement to a $20 million promissory note.
• Represented publicly traded software development company in strict foreclosure of $5 million promissory note.
• Drafted and filed with the Securities Exchange Commission (SEC) a shareholder rights plan for two publicly traded companies.

Securities Exchange Act

• Represented public companies in cannabis, oil and gas, banking and business services industries in their respective Exchange Act reports (e.g., Form 10-K, Form 10-Q, Form 8-K, definitive and preliminary proxy statements, Form 13d, Form 13g and Forms 3, 4 and 5).
• Assisted special committee of the board in connection with potential conflict of interest arising out of proposed public/public merger.
• Reviewed and revised several audit, compensation and governance committee charters for compliance with Sarbanes-Oxley Act of 2002 and New York Stock Exchange (NYSE) and NASDAQ rules, as applicable.
• Prepared and was responsible for filing Form S-8 for several oil and gas companies, which also included a reoffer prospectus involving control and restricted securities.
• Researched and prepared client memoranda regarding fiduciary duties, compliance under the Sarbanes Oxley Act of 2002, and corporate governance of a troubled company.