NEW YORK, NEW YORK, March 01, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today it has represented Treasure Global Inc (NASDAQ: TGL) (“TGI”, or the “Company”), an innovative e-commerce platform providing seamless technology enabled solutions for lifestyle needs, in an unsecured convertible debt facility of up to $5.5 million, to be drawn in tranches. The Company plans to use the initial $2.0 million drawdown received upon closing to continue the development of innovative new products and solutions, in addition to working capital and general corporate purposes.

“We are pleased to reach an agreement for financing of up to $5.5 million, to provide TGI with additional runway to continue the development of our pipeline of innovative technology offerings for lifestyle needs,” said Sam Teo, Chief Executive Officer of TGI. “The additional capital will provide TGI with greater financial flexibility as we remain focused on increasing user engagement and enhancing our product offerings to generate revenue with improved margins.”

Under the terms of the agreement, TGI will issue and sell to a single institutional investor convertible debentures in the principal amount of up to $5.5 million, which shall be convertible into shares of the Company’s common stock, par value $0.00001 per share. Upon the initial closing, a convertible debenture with a face amount of $2.0 million shall be purchased and a convertible debenture with a face amount of $3.5 million shall be purchased on or about the date the registration statement has been declared effective by the U.S. Securities and Exchange Commission (“SEC”) and other closing conditions have been met, at a purchase price equal to 92% of their respective face amounts.

EF Hutton, division of Benchmark Investments, LLC, acted as exclusive placement agent for the offering.

About Treasure Global Inc
Treasure Global Inc (“TGI”) is an innovative Malaysian e-commerce platform providing seamless technology enabled solutions for lifestyle needs with instant rebates and affiliate cashback programs. On a mission to bring together the worlds of online e-commerce and offline physical retailers, TGI is developing a portfolio of leading digital platforms for use throughout Southeast Asia (“SEA”) and Japan. In June 2020, TGI launched its proprietary product, the ZCITY App, a unique digital ecosystem that transforms and simplifies the e-payment experience for consumers, while simultaneously allowing them to earn rewards. In the ZCITY ecosystem, users can utilize TAZTE, a revenue generating digital F&B management system providing merchants with a one-stop touchless management and automated solution to digitalize their businesses. As of December 31, 2022, ZCITY had over 2,300,000 registered users.

For more information, please visit https://treasureglobal.co/. 

Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. These forward-looking statements cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

New York, NY, Feb. 14, 2023/ — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced today that BullFrog AI Holdings, Inc. (NASDAQ: BFRG) (“BullFrog AI” or the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine priced its initial public offering of 1,297,318 units at a price of $6.50 per unit for a total of $8.4 million of gross proceeds to the Company before deducting underwriting discounts and commissions and other estimated offering expenses.

Each unit consists of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $7.80 per share, and one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $8.125. The shares and Tradeable Warrants are expected to begin trading on the Nasdaq Capital Market on February 14, 2023, under the symbol “BFRG” and “BFRGW”, respectively. The offering is expected to close on or about February 16, 2023, subject to customary closing conditions.

The underwriters have been granted an option, exercisable within 45-days after the closing of this offering, to purchase shares of the Company’s common stock at a price of $6.48 per share and/or Tradeable Warrants at a price of $0.01 per Tradeable Warrant, and/or Non-tradeable Warrants at $0.01 per Non-tradeable Warrant, or any combination of additional shares of common stock and Warrants representing, in the aggregate, up to 15% of the number of Units sold in this offering, in all cases less the underwriting discount.

WallachBeth Capital, LLC and Kingswood , a division of Kingswood Capital Partners, LLC are Joint Bookrunners and Co- Underwriters for the Offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from Wallachbeth Capital, LLC, via email: cap-mkts@wallachbeth.com or by calling +1 (646) 237-8585, or by standard mail at Wallachbeth Capital, LLC, Attn: Capital Markets, 185 Hudson St, Jersey City, NJ 07311, USA. In addition, a copy of the final prospectus, when available, relating to the offering may be obtained via the SEC’s website at www.sec.gov.

A registration statement on Form S-1 (File No. 333-267951) relating to these securities was filed with the Securities and Exchange Commission and was declared effective on February 13, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bullfrog AI:

BullFrog AI is a digital technology company using machine learning to usher in a new era of precision medicine. Through its collaborations with leading research institutions, including Johns Hopkins University, and others, BullFrog AI is at the forefront of AI-driven drug development. Using its proprietary bfLEAP™ Artificial Intelligence platform, BullFrog AI aims to enable the successful development of pharmaceuticals and biologics by predicting which patients will respond to therapies in development. BullFrog AI is deploying bfLEAP™ for use at several critical stages of development with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may have otherwise not received the therapies they need.

About WallachBeth Capital LLC

WallachBeth Capital offers a robust range of capital markets and investment banking services to the healthcare community, connecting corporate clients with leading institutions, creating value for both issuers and investors. The firm’s experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions. The firm’s website is located at www.wallachbeth.com.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the anticipated use of proceeds from the Company’s offering of its units. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

CARLSBAD, Calif., Feb. 02, 2023 — AppTech Payments Corp. (Nasdaq: APCX) (the “Company” or “AppTech”), an innovative Fintech company powering seamless, omni-channel commerce between businesses and consumers, today announced the closing of its previously announced $5.0 million registered direct offering (the “Registered Direct Offering”) with a single institutional investor to sell 1,666,667 shares of its common stock (the “Shares”) and warrants to purchase up to 1,666,667 shares (the “Warrants”) in a concurrent private placement (the “Private Placement”). The combined purchase price for one Share and one Warrant was $3.00. Each of the Warrants will have an exercise price of $4.64 per share of common stock and are exercisable on and after August 1, 2023. The Warrants will expire five years from the date on which they become exercisable. The aggregate gross proceeds from the Registered Direct Offering and the concurrent Private Placement were approximately $5.0 million before deducting placement agent fees and other estimated offering expenses.

AppTech intends to use the net proceeds from this offering and its existing cash for general corporate purposes, including integrating Commerse™ platform clients, acquisition capital, retiring all loan forbearance agreements, and working capital.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) acted as the exclusive placement agent for the offering.

Nelson Mullins Riley & Scarborough LLP acted as legal counsel to AppTech and Carmel, Milazzo & Feil LLP acted as legal counsel to EF Hutton.

The Shares are being offered pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-265526) previously filed on June 10, 2022 and declared effective by the Securities and Exchange Commission (“SEC”) on July 15, 2022. The offering of the Shares was made only by means of a prospectus supplement that forms a part of the registration statement. The Warrants issued in the Private Placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

A prospectus supplement describing the terms of the Registered Direct Offering and a Form 8-K relating to the Registered Direct Offering were filed by AppTech with the SEC and are available on the SEC’s website at http://www.sec.gov. An electronic copy of the prospectus supplement is available by contacting EF Hutton, division of Benchmark Investments, LLC, Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email atsyndicate@efhuttongroup.com, or by telephone at (212) 404-7002.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About AppTech Payments Corp.

AppTech Payments Corp. (NASDAQ: APCX) is an innovative Fintech company whose mission is to deliver a better way for businesses to provide their customers with customizable, immersive commerce experiences. Commerse™, its all-new, patent-backed technology platform powering seamless omni-channel Commerce Experiences-as-a-Service (CXS), drives highly secure, scalable, cross-border digital banking, text-to-pay, and merchant services altogether from a single, unified stack designed to increase operational efficiencies and growth for businesses while providing the economic convenience their customers demand from today’s commerce experiences. For more information, visit apptechcorp.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

NEW YORK, DUBLIN and MILAN, Jan. 27, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Revere Securities LLC in Brera Holdings PLC’s (“Brera Holdings” or the “Company”) pricing of its initial public offering of 1,500,000 Class B Ordinary Shares at a price to the public of $5.00 per share for a total of $7,500,000 of gross proceeds to the Company (the “Offering”), before deducting underwriting discounts, commissions and other Offering expenses. In addition, Brera Holdings has granted the underwriters a 45-day option to purchase up to an additional 225,000 Class B Ordinary Shares at the public offering price of $5.00 per share, less the underwriting discounts and commissions, to cover over-allotments, if any. 

The shares are expected to begin trading on The Nasdaq Capital Market today under the ticker symbol “BREA.” The Offering is expected to close on January 31, 2023, subject to the satisfaction of customary closing conditions.

Revere Securities, LLC is acting as the underwriter for the Offering.

A registration statement on Form F-1, as amended (File No. 333-268187) relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on January 26, 2023.  The Offering is being made only by means of a prospectus.  A copy of the final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.  A copy of the final prospectus relating to the Offering may be obtained, when available from Revere Securities, LLC by way of emailing requests to contact@reveresecurities.com; by calling +1 212 688 2350; or by request by standard mail to Revere Securities, LLC, Attention: Equity Capital Markets, 650 5^th Ave, New York, NY 10019 USA. 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

About Brera Holdings PLC

Brera Holdings PLC is an Irish holding company focused on expanding social impact football (American soccer) by developing a global portfolio of emerging football clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other professional football and related consulting services. The Company seeks to build on the legacy and brand of Brera FC, the first football club that was acquired by the Company. Brera FC, known as “The Third Team of Milan,” is an amateur football association which has been building an alternative football legacy since its founding in 2000. The Company is focused on bottom-up value creation from sports clubs and talent outside mainstream markets, innovation-powered business growth, and socially-impactful outcomes.  See www.breraholdings.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to continue as a going concern, the popularity and/or competitive success of the Company’s acquired football teams, the Company’s ability to attract players and staff for acquired clubs, unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football, the Company’s ability to expand its fanbase, sponsors and commercial partners, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

New York, NY, Jan. 25, 2023 — Carmel, Milazzo & Feil LLP (“CMF”) represents EF Hutton in $3,000,000 PIPE for Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (“Grom” or the “Company”), a media, technology and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, today announced that it has entered into a securities purchase agreement with a single institutional investor to raise gross proceeds of approximately $3.0 million through the private placement of 1,327,434 shares of common stock (or pre-funded warrants in lieu thereof), and warrants to purchase 2,323,010 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with accompanying warrants at a combined effective purchase price of $2.26 priced at-the-market under Nasdaq rules. The pre-funded units will be sold at the same price less the pre-funded warrant exercise price of $0.01. The warrants will be immediately exercisable from the date of issuance at an initial exercise price of $2.26 per share, subject to adjustments as set forth therein, and will expire five years from the date of issuance. The closing of the private placement is expected to occur on January 27, 2023, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement.

The Company intends to use the net proceeds from the private placement for general working capital and administrative purposes.

EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the offering.

The shares of common stock, pre-funded warrants, and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. (NASDAQ: GROM) is a growing social media platform and original content provider of entertainment for children under 13 years of age, which provides safe and secure digital environments for kids that can be monitored by their parents or guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and apps) that entertain children, let them interact with friends, access relevant news, and play proprietary games while teaching them about being good digital citizens. The Company owns and operates Top Draw Animation, which produces award-winning animation content for some of the largest international media companies in the world. The company owns an 80% stake in Curiosity Ink Media, which is a global media company that develops, acquires, builds, grows and maximizes the short, mid, and long-term commercial potential of Kids & Family entertainment properties and associated business opportunities. Grom also includes Grom Educational Services, which has provided web filtering services for K-12 schools, government and private businesses. For more information, please visit the Company’s website at gromsocial.com or for investor relations information, please visit investors.gromsocial.com.

Safe Harbor Statement

This press release may contain forward-looking statements about Grom Social Enterprises, Inc. activities that are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues and any payment of dividends on our common stock, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods, and other risks set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to general stock market conditions. We have incurred and will continue to incur significant expenses in the expansion of our existing and new service lines, noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long-term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations where we will be providing services, the impact of which cannot be predicted at this time. All forward-looking statements speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

NEW YORK, NY / ACCESSWIRE / January 13, 2023 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented MGO Global Inc. (NASDAQ:MGOL), operator of The Messi Store (“MGO Global” or the “Company”), in its initial public offering of 1,500,000 shares of its common stock at a price to the public of $5.00 per share for a total of $8,500,000 of gross proceeds to the Company, which includes the overallotment (the “Offering”), before deducting underwriting discounts, commissions and other Offering expenses. In addition, MGO Global has granted the underwriters a 45-day option to purchase up to an additional 225,000 shares of its common stock at the public offering price of $5.00 per share, less the underwriting discounts and commissions, to cover over-allotments, if any.

The shares are expected to begin trading on The Nasdaq Capital Market today January 13, 2023, under the ticker symbol “MGOL.” The Offering is expected to close on January 18, 2023 subject to the satisfaction of customary closing conditions.

Boustead Securities, LLC and Sutter Securities, Inc. are acting as the underwriters for the Offering.

A registration statement on Form S-1, as amended (File No. 333-268484) relating to these securities was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on January 12, 2023. The Offering is being made only by means of a prospectus. A copy of the final prospectus relating to the Offering will be filed with the SEC and will be available the SEC’s website at www.sec.gov. A copy of the final prospectus relating to the Offering may be obtained, when available from Boustead Securities, LLC by way of emailing requests to offerings@boustead1828.com; or by calling 1-949-502-4408; or by request by standard mail to Boustead Securities, LLC, Attention: Equity Capital Markets, 6 Venture, Suite 395, Irvine, California 92618, USA.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About MGO Global Inc.

Founded in October 2018 and headquartered in Florida with remote employees and specialty contractors in London, New York and Latin America, MGO Global is a performance-driven lifestyle brand portfolio company focused on strategically leveraging the fame, celebrity power and global social media influence of world class athletes, entertainers and other cultural icons to create fresh, modern and compelling product and apparel brands aligned with and inspired by the values, personal styles and aspirations of our valued brand partners. Anchored by MGO Global’s end-to-end, scalable brand development platform, coupled with its leadership’s track records of success and industry relationships and expertise, in late 2018, the Company launched The Messi Brand – a premium line of functional and sporty casual wear, accessories and homewares inspired by legendary pro soccer player Leo Messi and found at www.TheMessiStore.com. For more information on MGO Global, please visit www.mgoglobalinc.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and the Messi Brand and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, the effects of the spread of Coronavirus (COVID-19) and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, successfully managing and perpetuating the Company’s licensing rights with Leo Messi Management, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

New York, NY – December 14, 2022 / Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Dawson James Securities, Inc. in the PIPE for NextPlat Corp (NASDAQ:NXPL)(NXPLW) (“NextPlat” or the “Company”), a global e-commerce provider, the Company completed the private placement transaction pursuant to which the Company sold to a number of institutional and accredited investors (the “Investors”) 4,575,429 units (each, a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) one warrant to purchase a share of Common Stock. The offering price of the Units was $1.75 per Unit. The warrants included in the Units are exercisable at a price of $1.75 per share and expire three years from the date of issuance. Upon the completion of the private placement transaction, NextPlat received gross proceeds of approximately $8.0 million for the Units and retained net proceeds of approximately $7.4 million after deducting placement agent fees and offering expenses payable by the Company.

Under an agreement with the Investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of (a) the shares of common stock to be issued to the Investors, and (b) the shares of common stock underlying the warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.

Dawson James Securities, Inc. acted as the sole placement agent in connection with the offering.

ArentFox Schiff LLP, Washington, DC, acted as counsel to the Company in connection with the offering, and Carmel, Milazzo & Feil LLP served as counsel to Dawson James Securities, Inc. in connection with the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About NextPlat Corp

NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch new data-driven tools and services and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

New York, NY, Dec. 09, 2022 — Carmel, Milazzo & Feil LLP (“CMF”) announced today that it has represented Alexander Capital LP in the initial public offering of Adamas One Corp. (Nasdaq: JEWL) (“Adamas One” or the “Company”), The Original Lab-Grown Diamond Company ™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond materials for industrial uses, today announced the pricing of its underwritten initial public offering of 2,450,000 shares of common stock at an initial public offering price of $4.50 per share for gross proceeds of $11,025,000, before underwriting discounts and commissions and estimated offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to 367,000 additional shares of common stock at the offering price, less the underwriting discount.

The shares are expected to begin trading on The Nasdaq Capital Market on December 9, 2022, under the ticker symbol “JEWL.” The offering is expected to close on December 13, 2022, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds of this offering primarily for general corporate purposes, including working capital, R&D, operating expenses which may include debt repayment and capital expenditures.

Advisor Details

Alexander Capital, LP is acting as sole book-running manager for the offering. Greenberg Traurig LLP and Lucosky Brookman LLP served as co-counsel to Adamas. Carmel, Milazzo & Feil LLP served as counsel to the underwriters.

The securities described above are being offered by Adamas pursuant to a registration statement on Form S-1 (File No. 333-265344) that was filed with and declared effective by the U.S. Securities and Exchange Commission on November 14, 2022. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital, LP, 17 State Street 5^th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Adamas One Corp
Adamas is a lab-grown diamond manufacturer that produces near flawless single-crystal diamonds for gemstone and industrial applications, in its facilities in Greenville, South Carolina. The Company holds 36 patents and uses its proprietary chemical vapor deposition (CVD) to grow gem-sized and smaller diamond crystals. Adamas One™ lab-grown diamonds have the same physical, chemical and optical properties as mined diamonds. The Company’s controlled manufacturing processes enables it to produce very high-quality, high-purity, single-crystal colorless, near colorless and fancy colored Type IIA diamonds to suit a variety of industrial and gemstone applications. The Company intends to market and sell its diamonds into the wholesale jewelry and industrial markets. For more information, visit www.adamasone.com.

Not Mined. Not Fake. Just sped up perfection. ™

Forward-Looking Statements
This press release may include “forward-looking statements.” To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and Adamas One Corp does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.