Seth A. Lemings

Seth Lemings is an associate in the Corporate Practice Group in the firm's San Diego (Del Mar) office.

Areas of Practice

Seth’s practice focuses on corporate finance and securities laws. Seth represents companies in capital markets transactions in various industries including technology, life sciences, renewable energy, food and beverage, healthcare and transportation. His experience includes advising both investment banks as well as domestic and foreign companies in public and private corporate finance transactions, including initial public offerings, shelf registrations, Regulation A offerings, at-the-market offerings, issuer tender offers, registered direct transactions, private investments in public equity (PIPEs), private placements, and other securities offerings. In addition, Seth’s experience includes public offerings of SPACs as well as ongoing reporting and compliance obligations for entities that have completed de-SPAC transactions. He also represents publicly held companies with their reporting obligations under the Exchange Act and with NASDAQ, NYSE and other exchange listing and compliance matters including matters involving FINRA.

Experience

Offerings:

• Represented GAN Limited in its initial public offering and secondary public offering.
• Represented Kiromic BioPharma, Inc., RenovoRx, Inc., and Unicycive Therapeutics, Inc. in their initial public offerings.
• Represented underwriter in connection with initial public offering and listing of issuer on Nasdaq in Q4 2021.
• Represented various other issuers and underwriters in public offerings and private placements across multiple industries.
• Represented Alta Global Group Limited in connection with its initial public offering and listing on the NYSE American.
• Representing underwriter in connection with proposed initial public offering and listing on NYSE in 2024 (Medical Device Company).
• Representing clinical-stage biotechnology company with a focus on oncology treatments in a proposed public offering expected to close in 2024.
• Represented Kratos Defense & Security Solutions, Inc. in underwritten public offering in Q1 2024.

SPACs:

• Represented Goal Acquisition Corp. in its public company reporting matters in anticipation of a de-SPAC transaction, including SEC and Nasdaq compliance and reporting.
• Represented OPAL Fuels Inc., a leading producer and distributor of low-carbon intensity renewable natural gas, in its public offerings and reporting matters subsequent to its successful go-public transaction via de-SPAC.

Other Transactions:

• Represented LKQ Corp. (Nasdaq: LKQ) in a 144A offering of senior unsecured notes in the aggregate principal amount of $1.4 billion.
• Represented LKQ Corp. (Nasdaq: LKQ) and its foreign subsidiary in an offering of senior unsecured notes in the aggregate principal amount of €750,000,000.
• Representing electric vehicle company in its Regulation A offering.

Articles

Corporate & Securities Law Blog Posts

• "SEC Updates Non-GAAP Financial Measures Guidance," January 4, 2023