Registration, Breakfast & Networking
7:30 - 8:30 AM

Opening Remarks
8:30 - 8:35 AM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report

The State of the Market
8:35 - 9:15 AM
Our annual state of the market includes data and statistics from PrivateRaise along with commentary on the latest trends in PIPEs.
MODERATOR: BRETT GOETSCHIUS, The PIPEs Report
PANELISTS: STEVE GILBOY, GLL Investors; MIKE JACKS, Empire Financial Group; KURT KIM, PrivateRaise LLC

Unlocking the Value of Restricted Securities
9:20 - 9:40 AM
Restricted securities are a $1.2 trillion asset class, yet few people understand them. This presentation explains how they can be used and how they can be resold. Topics include their use in PIPEs and other transactions, valuation issues, and discounting trends.
SPEAKER: BARRY SILBERT, Restricted Stock Partners

Keynote Introduction
9:45 - 9:50 AM
SPEAKER: TROY RILLO, Cornell Capital

Keynote Address - The State of Investing: Hedging Your Bets
9:50 -10:20 AM
The author of the acclaimed book Hedgehogging gives a humorous look at the current state of the investment management industry. He also talks about the stresses of running a hedge fund, and gives some insight on his own investment outlook.
SPEAKER: BARTON BIGGS, Managing Partner, Traxis Partners

Reverse Mergers & Using Private Placements as an IPO Surrogate
10:50 - 11:35 AM
This panel explores using reverse mergers in conjunction with private equity to create an IPO alternative for smaller companies. These experts address financing techniques, how to prepare companies for a transaction, and the legal issues to be aware of including SEC compliance and audits.
MODERATOR: NIMISH PATEL, Richardson & Patel
PANELISTS: MICHAEL FINKELSTEIN, Whalehaven Capital Fund; TIM HALTER, Halter Financial; TONY SARKIS, H.C. Wainwright

Keynote Introduction
11:40 - 11:45 AM
SPEAKER: ADAM GOTTBETTER, Gottbetter Capital

Keynote Address: Corporate Governance & Compliance: What You Need to Know
11:45 - 12:15 PM
Recent securities regulations present new governance and compliance challenges. No one understands the implications of market regulation better than Harvey Pitt, former Chairman of the SEC. Drawing from his rich experience in the worlds of finance and corporate governance, Pitt navigates the path toward SEC compliance, so companies can establish and maintain investor confidence.
SPEAKER: HARVEY PITT, former Chairman, Securities & Exchange Commission

White Collar, Regulatory Agency and Civil Litigation Issues Relating to PIPE Transactions (CLE Accredited)
1:30 - 2:25 PM
This litigation team discusses legal matters relevant to both investors and lawyers. The presentation covers SEC insider trading investigations, Rule 105 of Reg M, insider trading claims resulting from shelf take downs, and other technical topics. They also provide an update on civil litigation specific to PIPEs along with how you can avoid or maximize the chances of success in litigation.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: CARYN MAZIN SCHECTHMAN, NICOLAS MORGAN & ROBERT WEBER, DLA Piper

Issuer Defaults & Activist Investing: Working out High Risk Situations & the Crossover into New Investment Strategies (CLE Accredited)
2:30 - 3:25 PM
The increasing number of issuer defaults and activist strategies that highlight the convergence of private placement investment with activist-style investment is addressed by this panel.
MODERATOR: ELEAZER KLEIN, Schulte Roth & Zabel
PANELISTS: ALAN GLICKMAN, Schulte Roth & Zabel; GREGG SMITH, Cowen & Co.

Considerations for Micro-Cap Companies (CLE Accredited)
3:30 - 4:25 PM
This panel assesses the current state of the regulatory environment for micro-cap issuers. Topics include EITF-0019 including its effects and possible solutions to this accounting issue, the problem with Rule 415 primary/secondary offering classifications, and other relevant topics.
MODERATOR: GREG SICHENZIA, Sichenzia Ross Friedman Ference
PANELISTS: CHARLES CROUSE, Kingery & Crouse; COREY RIBOTSKY, NIR Group; TROY RILLO, Cornell Capital; JOE SMITH, Feldman Weinstein & Smith

2006 Legal Developments: The SEC Continues to Make Life Difficult for Small Companies (CLE Accredited)
4:30 - 5:25 PM
Panelists discuss recent SEC rulemaking and describes how some of the new rules discriminate against smaller and newer public companies. Panelists review the apparent SEC hostility toward reverse mergers, SPACs and other alternative financing techniques, and discuss whether the SEC’s attitudes are contributing to the rise to prominence of alternative marketplaces and unduly hindering the capital raising process. Finally, the panel assesses the prospects for meaningful reform.
MODERATOR: JACK HOGOBOOM, Lowenstein Sandler
PANELISTS: SAMUEL KRIEGER, Krieger & Prager; STEVEN SIESSER, Lowenstein Sandler

Closing Remarks
5:30 PM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report

Opening Remarks
8:30 - 8:35 AM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report

Trends in the PIPE Market: Investment & Valuation
8:35 - 8:55 AM
This presentation covers trends in effectiveness of registration statements, valuation methodologies, and the changing characteristics of PIPE issuers.
SPEAKER: BRIAN OVERSTREET, Sagient Research

Registered Direct Offerings and Other Alternative Financing Techniques
9:00 - 9:45 AM
This panel discusses the advantages and disadvantages, and the current state of play, in the markets of registered direct offerings and similar alternative financing vehicles. The panel includes representatives from both the legal and banking perspectives and also addresses best practices in this rapidly developing area.
MODERATOR: STUART BRESSMAN, Brown Raysman Millstein Felder & Steiner
PANELISTS: RICHARD GORMLEY, Lazard Freres & Co.; SARAH HEWITT, Brown Raysman Millstein Felder & Steiner; GREGG SMITH, Cowen and Co..

Structuring Convertible Debt: Terms, Collateral, and Concomitant Regulatory Concerns
9:50 - 10:15 AM
Expert legal counsel covers what both investors and issuers should know about using convertibles to create transactions with the security of a debt instrument but the upside potential of equity. This presentation explores the key terms and documentation required to structure complex convertible transactions.
SPEAKER: CHRISTOPHER AUGUSTE, Kramer Levin

How to Run Investor Relations in a Web 2.0 World
10:40 - 11:00 AM
George Tsiolis declares the death of e-mail promotion and discusses the evolving Web 2.0 and the ways small-cap companies can achieve credible and cost-efficient IR campaigns. Discussion includes using Yahoo Finance, Google, and new technologies such as podcasting to target investors.
SPEAKER: GEORGE TSIOLIS, Agoracom Investor Relations

Operational Considerations at PIPE Funds
11:05 - 11:25 AM
Managers from this fund-of-funds discuss how they evaluate a prospective investment. They highlight the due diligence process including operational infrastructure, valuation policy, conflicts of interest, background checks, and the seeding of new managers. This presentation will be invaluable to existing PIPE fund managers and prospective investors in PIPEs.
SPEAKERS: BRAD ACKERMAN & MITCH HULL, PIPE Equity Partners

SPACs: Understanding the Latest Wave of Blank Check Companies
1:20 - 2:05 PM
This presentation covers the state of the SPAC market including legal issues, banking and investment trends, and current considerations in light of growing interest in overseas listings.
MODERATOR: MITCHELL NUSSBAUM, Loeb & Loeb
PANELISTS: STEVE LEVINE, EarlyBird Capital; KERRY PROPPER, Chardan Capital Markets; CLIFF TELLER, Maxim Group

Asset Based Financing: Using Debt Securities in Private Placements
2:10 - 2:35 PM
This presentation covers structuring secured debt transactions, specifically the key issues associated with due diligence, covenants, perfection of security interests and securities law implications.
SPEAKER: MARK WOOD, Katten Muchin Rosenman

SPAC/Reverse Merger Acquisition Financing Hybrids
2:40 - 3:10 PM
This presentation covers the state of the structured PIPE market including SPAC style private structures, collateralized acquisition financing vehicles, and investor interest in this evolving area.
SPEAKER: JOHN BORER, Rodman & Renshaw

Listing In London
3:15 - 3:40 PM
With the current trend in the capital markets, listing on the London Stock Exchange has become very attractive to U.S. companies. Panel members shed light on what is involved in listing on the AIM and Main Market in the U.K., and provide tips on how to overcome potential pitfalls that may be encountered.
SPEAKERS: DONALD REINKE, DOUG ROFE & SAUL SENDER, Reed Smith

Mechanics of Market Making & Technology Innovations in Over-the-Counter Stock Trading
3:45 - 4:35 PM
A panel of secondary trading experts discuss the market structure and trading of OTCBB and Pink Sheets companies. This panel covers the current competetive environment as well as an outlook for future developments.
MODERATOR: CROMWELL COULSON, Pink Sheets
PANELISTS: BILL KARSH, Direct Edge ECN; ANDREW KAGAN, Lava Trading; RON SCHWARTZ, UBS Securities; CHRISTOPHER STONE, NASD

Corporate Finance Rule 2710 Within the Context of Primary Offerings
4:40 - 5:00 PM
Recent NASD proposals have had a significant impact on PIPE practitioners. Through these proposals, the NASD is making it clear that resale registration statements fall within the context of Rule 2710. In this presentation, the latest developments will be discussed and analyzed.
SPEAKER:STEVE USLANER, Littman Krooks

Closing Remarks
5:00 PM
SPEAKER: BRETT GOETSCHIUS, The PIPEs Report