David N. Feldman


  • David N. Feldman
  • Phone: +1 212 692 1036
    Fax: +1 212 202 6094

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  • Duane Morris LLP
    1540 Broadway
    New York, NY 10036-4086

David N. Feldman concentrates his practice on corporate and securities law and mergers and acquisitions, as well as general representation of public and private companies, entrepreneurs, investors, and private equity and venture capital firms. Mr. Feldman also advises emerging growth companies with regard to alternatives to traditional financing through initial public offerings. He is also considered an authority on public offerings through the recently implemented SEC Regulation A+.

Mr. Feldman also represents investors, social media sites, public and private issuers and applicants for grow and dispensary licenses in the emerging cannabis sector. In January 2019, Business Insider named him a top lawyer in the cannabis industry, and in October 2018, the National Law Journal named him one of the country’s "Cannabis Law Trailblazers." Mr. Feldman serves as team lead of Duane Morris' Cannabis Industry Group.

Mr. Feldman has authored four books on finance and entrepreneurship, and contributed to three other books. His latest book, Regulation A+ and Other Alternatives to a Traditional IPO (John Wiley & Sons), was published in March 2018. His popular blog at http://www.davidfeldmanblog.com/, focusing on entrepreneurship and the regulatory environment, has been recognized by LexisNexis as a Top 25 corporate law blog, and his videos appear on his YouTube channel, The Entrepreneur’s Advocate. He also pens a monthly column on cannabis regulation for Honeysuckle magazine.

Mr. Feldman is a graduate of the University of Pennsylvania Law School, and of the Wharton School of the University of Pennsylvania. He has served as chair of the board of Wharton’s global alumni association. Mr. Feldman discusses his practice in this featured video

Mr. Feldman discusses the Duane Morris Cannabis Industry Group in a video from Cannabrunch 2018.

Areas of Practice

  • Corporate Law
  • Private Equity
  • Securities Law
  • Mergers and Acquisitions

Mr. Feldman represents a wide range of clients, including entrepreneurial companies, investors, lenders, investment banking firms and other businesses, in the emerging legal cannabis industry. He provides guidance on private placements, public offerings, loan structuring and fund formation for cannabis companies, as well as corporate structuring advice and applications for grow, processing and dispensary licenses. He also advises on risk assessment issues for large, multinational businesses seeking to enter the cannabis industry.

Mr. Feldman serves as a team lead of Duane Morris’ Cannabis Industry Group. He has been recognized as a leading attorney in the cannabis industry by Business Insider and the National Law Journal.

He frequently speaks at industry conferences and is quoted by numerous publications about legal developments and business news in this rapidly expanding market. Mr. Feldman is a regular contributor on the Duane Morris Cannabis Industry Blog, Honeysuckle magazine and Green Entrepreneur, sharing insights about trends affecting the sector.

Representative Matters

  • Represented The Lovesac Company (Nasdaq:LOVE) in completing a $103,500,000 underwritten public offering of 2,875,000 shares of its common stock, which include 750,000 shares offered by the Company, 1,750,000 shares offered by certain selling stockholders of the Company and the exercise of the full over-allotment of 375,000 shares, at a price of $36.00 per share.
  • Represented an Army vet pro bono who is an advocate for access to cannabis for veterans for PTSD and other issues in setting up a not-for-profit to promote her activities as well as in acquiring a farm in upstate NY that will grow hemp under the NYS program and build “mini-homes” for vets in transition to do yoga, equine therapy and education about treatment options including cannabis.
  • Advising a large national accounting and consulting firm regarding assessing its risks in accepting cannabis industry clients.
  • Advising a Massachusetts licensed cannabis grower with regard to fundraising opportunities.
  • Advising a shareholder of a fast growing hemp company with regard to options for selling a portion of his shares.
  • Advising a U.S. registered broker-dealer with regard to assessing the risk of accepting cannabis industry clients.
  • Advising a nationally-distributed print and digital magazine focused on lifestyles related to cannabis on corporate governance matters.
  • Representing a company that tests DNA for purposes of matching cannabis strains, in connection with its seed financing round, preparing subscription and offering materials.
  • Representing a US-based, global venture capital fund manager that invests in a range of early-stage to growth companies supporting the fast-growing legal cannabis industry with creating a new fund.
  • Represented The Lovesac Company (NASDAQ: LOVE), a technology-driven modular furniture designer and manufacturer, in its $64.4 million initial public offering.
  • Represented The Lovesac Company (NASDAQ: LOVE) in completing a $43.7 million underwritten public sale of 2.3 million shares of Common Stock at $19.00 per share.
  • Assisted The Lovesac Company, a furniture retailer specializing in patented modular furniture systems, in successfully completing a multi-million dollar private placement of preferred stock and warrants to various funds and private investors.
  • Represented Myomo Inc. in its historic initial public offering, raising an aggregate of approximately $8 million in the IPO and a contemporaneous private offering of investment units. Myomo became the first company to list its stock on a national securities exchange upon completion of an IPO under SEC Regulation A+ under the Jumpstart Our Business Startups (JOBS) Act of 2012.
  • Assisted Surna Inc. in completing a $2,685,000 private placement of investment units, each unit consisting of one share of common stock and a warrant to purchase one share of common stock.
  • Representing a Massachusetts based cannabis grower/management company in a $6 million private securities offering.
  • Assisted Zeta Acquisition Corp. II in its merger and change of control transaction with Aerpio Therapeutics.
  • Represented Double Down Asset Management, LLC in its $1.8 million investment in Step Ahead Innovations, LLC, doing business as MindStream, consisting of common and preferred stock.
  • Represented public issuer Minn Shares, Inc. in its change of control transaction with Titan CNG LLC.
  • Represented GreenKissNY, Inc. in its $3 million initial public offering under SEC Regulation A+.
  • Represented GreenKissNY Inc. in connection with its $2 million private placement of equity securities.
  • Represented Phoenix Color Corp. in sale of company to Visant Corp. for $219 million.
  • Represented VirnetX Inc. in its going public transaction. It later settled a patent claim with Microsoft for more than $200 million.
  • Represented MetSchools and affiliates in the sale of the Claremont School in Manhattan to Meritas LLC.
  • Represented Protea Biosciences Inc. in its going public transaction in 2011 and multiple additional financings through 2014 totaling approximately $20 million.
  • Represented Eastern Air Lines Group Inc. in $2.5 million private placement.
  • Represented shell in reverse merger of Intra-Cellular Therapies, Inc., now with a $1 billion market cap.
  • Represented DFA Intercultural Worldwide LLC in its sale to Dwellworks LLC.
  • Represented Vertical Lend Inc. in its sale to Upright Holdings Inc.
  • Represented Sunrise Securities Corp. as underwriter for public offering of $12 million by Liqtech International Inc.
  • Represented MetSchools, Inc in the offering of up to $6 million in notes.
  • Represented investment bank in going public transaction of pharmaceutical company and related financing of approximately $5 million.
  • Represented Livewire Mobile, Inc. in its acquisition of FoneStarz Medial Group Limited.
  • Represented DanDrit Biotechnology Corp. in its going public transaction and $6 million public offering thereafter.
  • Represented Leviathan Minerals Group, Inc. in its going public transaction and related $5 million offering of securities through Northland Securities Inc. as placement agent.
  • Represented Splinternet Holdings, Inc. (now Defentect Group Inc.) in going public through "self-filing" process.
  • Represented investment bank in $5 million private offering for international mining company.
  • Represented Lane Capital Markets LLC in $3 million offering by A&P OptMed Partners I, LLC to invest in OptMed Inc.
  • Represented Biocontrol Ltd. in going public transaction with AmpliPhi Biosciences (formerly Targeted Genetics), a public operating company.
  • Represented JDF Capital LLC in approximately 12 investments in convertible notes issued by public companies in amounts up to $500,000 each.
  • Represented supermodel Carol Alt in endorsement deal for nutritional supplement with an equity ownership in the business.
  • Represented shell in going public transaction of Cougar Biotechnology, later sold for approximately $1 billion.
  • Represented public vehicle in going public transaction of Puma Biotechnology.
  • Represented public vehicle in going public transaction of Emmaus Medical Inc.
  • Created, took public and handled periodic SEC filings on behalf of approximately 200 Form 10 public vehicle companies between 2005 and 2015.
  • Represented a nuclear waste disposal company in the sale of a business unit to a nuclear services provider.


  • New York


  • University of Pennsylvania Law School, J.D., 1985
    - Editor, Penn Law Forum student newspaper
  • The Wharton School of the University of Pennsylvania, B.S., Economics, 1982


  • Duane Morris LLP
    - Partner, 2015-present
  • Richardson & Patel LLP
    - Senior Partner, 2010-2015
  • Feldman Weinstein & Smith LLP
    - Partner, 1996-2010
  • Feldman & Ellenoff
    - Co-founder and Partner, 1992-1996
  • Pryor Cashman LLP
    - Senior Associate, 1988-1992
  • Reavis & McGrath
    - Associate, 1986-1988
  • Rivkin Radler LLP
    - Associate, 1985-1986

Professional Activities

  • Crowdfunding Professional Association
    - Board of Directors

  • Association for Corporate Growth, New York Chapter
    - Former member, Board of Directors
  • Alliance of Merger & Acquisition Advisors
  • American Bar Association
  • New York Bar Association
  • Association of the Bar of the City of New York
  • Wharton School of the University of Pennsylvania Alumni Association
    - Former President, Chair and Chair Emeritus of the Board of Directors
  • New York Business Schools Club
    - Founder and First President

Honors and Awards

  • Named a Trailblazer by the New York Law Journal, 2019

  • Listed in Chambers USA: America's Leading Lawyers for Business, 2019

  • Named to National Law Journal's Cannabis Law Trailblazers List, 2018

  • LexisNexis Award, Top 25 Corporate Law Blogs in the U.S., 2011 and 2012
  • Mann Foundation's "Mann of the Year" Award for Financial Industry Attorney, April 2006
  • Wharton School's Alumni Award for Distinguished Service, May 2005
  • Wharton Club of New York's WP Carey Outstanding Alumni Award, April 2000

Civic and Charitable Activities

  • Venture for America
    - Fellows Selection Day Judge, choosing college seniors to participate in startups in disadvantaged cities
  • Lawrence Woodmere Academy
    - Member, Board of Trustees, 2005-2012
    -- Vice-President, 2008-2012
  • YRF Darca (charity aiding Israeli education)
    - Board Member, 1990-present

Selected Publications

Selected Speaking Engagements

  • Panelist, "Cannabis & Compliance: How Compliance Officers, Clients and Legal Professionals Navigate a Complicated Legal Environment," New York City Bar CLE, New York City, September 19, 2019

  • Panelist, "An Overview of the Legal Marijuana Industry in the U.S.," 5th Annual Cannabis Private Investment Summit, Duane Morris LLP, September 17, 2019

  • Presenter, "Mastering Cannabis & Marijuana Regulation CLE," Telephonic Seminar, Rossdale CLE, July 31, 2019

  • Interviewed, "The 420 Bedlam Episode," Let's Talk Hemp Podcast, June 27, 2019

  • Interviewed, Thinking Outside the Bud Podcast, June 21, 2019

  • Speaker, "Unpacking Access to North American Capital Markets," INCBA Cannabis Law Sessions at MJBizConNEXT, June 11, 2019

  • Speaker, "Legal and Financial Regulations on the Cannabis Industry," Lawline Webinar, April 5, 2019

  • Speaker, "Cannabanoid of Everything," American Israel Cannabis Association, New York City, March 26, 2019

  • Speaker, "Morning Keynote," Capital Roundtable: Cannabis, New York City, March 7, 2019

  • Moderator, “Ethics in Cannabis Reporting,” Cannabis Media Summit, New York, NY, December 7, 2018

  • Panelist, "Budding Industries- A Cannabis Entrepreneurship Panel”, Entrepreneur’s Organization (EO), Brooklyn, NY, October 25, 2018

  • Panelist, “Advanced Cannabis Investment Workshop – Beyond the Basics,” Cannabis World Congress and Business Expo, workshop led by New Frontier Data, Boston, MA, October 17, 2018

  • Interviewed on "Cannabrunch 2018," CFN Media Group, October 3, 2018

  • Panelist, "Financing Issues Facing Late-Stage Private Companies and Smaller Reporting Companies,” Practising Law Institute’s 50th Annual Institute on Securities Regulation, New York City, November 7, 2018

  • Served as a “shark” in questioning three emerging cannabis companies at the ArcView International Investor Forum in Chicago, IL on September 18, 2018.

  • Led a roundtable discussion on East Coast Cannabis at the ArcView International Investor Forum in Chicago, IL on September 18, 2018.

  • Speaker, "An Overview of the Legal Marijuana Industry in the U.S.," 4th Annual Cannabis Private Investment Summit, New York, New York, September 13, 2018

  • Panelist, “Public and Private: Preparing for an IPO or Merger,” National Cannabis Bar Association, Cannabis Business Summit and Expo, Washington, DC., September 8, 2018

  • Interviewed on "REG A+ – Is It the Best Kept Secret for Access to Capital?" Karen Rands' Compassionate Capitalist, August 13, 2018

  • Panelist, "Investing in the Cannabis Industry," Family Office & Private Wealth Management Forum, Gurney's Newport Resort & Marina, Newport, Rhode Island, July 17, 2018

  • Panelist, "Securities Law Issues in Cryptocurrency," Blockchain World Conference, Harrah's Resort, Atlantic City, New Jersey, July 13, 2018

  • Faculty, “Clearing the Haze – Banking and Financing in the Cannabis Industry," Clear Law Institute, Webinar, June 25, 2018

  • Presenter, "Cannabis 106: Banking and Financing in the Cannabis Industry," (video replay) Duane Morris Cannabis Webinar Series, June 19, 2018

  • Moderator, “Down in the Trenches: What it’s Like to Steer a Company Through an Offering,” The Reg A Conference, TKP New York Conference Center, New York, New York, June 12, 2018

  • Panelist, "Don’t Mess with Sessions: Making Sure Your Business Is Legally Compliant," Cannabis World Congress & Business Exposition, Jacob K. Javits Convention Center, New York, New York, June 1, 2018

  • Speaker, "The Future of East Coast Cannabis," Duane Morris LLP, New York, New York, May 29, 2018

  • Panelist, “How to Invest in Cannabis Without Getting Burned,” HighNY, New York, New York, April 12, 2018

  • Speaker, “Regulation A+ at a Glance,” National Investment Banking Association, New York, New York, March 26, 2018

  • Speaker, "Getting Into the Weeds of Legal Marijuana/Cannabis," NJICLE, New Brunswick, New Jersey, March 26, 2018

  • Featured on, "Racial Justice Drives Fight for, and Against, Legal Pot in New Jersey," WNYC News, March 12, 2018

  • Featured on, "Marijuana Advocates Push for Legalization in New Jersey, Despite Federal Rules," WNYC NewsFebruary 21, 2018

  • Interviewed in "David Feldman Interview on Reg A +," LilaMax Video (via YouTube), February 19, 2018

  • Moderator, "Other Paths to Going Public," SPAC Conference, New York City, February 15, 2018

  • Speaker, Deals & Divas 2nd Annual Women in Cannabis Event, New York City, February 5, 2018

  • Speaker, Women Grow Leadership Summit 2018, Denver, February 1-2, 2018
  • Panelist, "The Business of Cannabis," The Long Island Business News, Melville, New York, November 9, 2017

  • Panelist, "Market-Driven Financing, Capital Solutions to Accelerate Growth," CohnReznick's Liquidity and Capital Raising National Forum, New York, October 17, 2017
  • Featured on "MassRoots, Inc. - A Leading Technology Platform for the Regulated Cannabis Industry @The OTC Markets," Small Cap Nation Video, September 28, 2017

  • Moderator, "What Could the NAFTA Renegotiations Mean for Your Business?" Duane Morris LLP, New York, August 15, 2017
  • Featured on "David Feldman, Esq., Brings Insight into the Reg A+/Crowdfunding Opportunity," Small Cap Nation, July 20, 2017

  • Speaker, "The SEC Reopens the Front Door - Update on Regulation A+ IPOs," Lawline CLE Webinar, September 15, 2017
  • Speaker, "Holy Smokes, Cannabis is Big Business," Alliance of M&A Advisors Summer Conference, July 20, 2017
  • Presenter, "Financing The Business," Clearing the Smoke: Legal Pathways to Success in the Cannabis Industry, Philadelphia, June 19, 2017
  • Speaker, "Cannabis - Investing in One of the Fastest 'Growing' Life Sciences Segments," ACG Webinar, May 9, 2017
  • Panelist, "Small Business Capital Formation after the JOBS Act: Where Do We Stand?," ABA CLE Webinar, April 24, 2017
  • Speaker, "Banking and Financing in the Cannabis Industry," Lawline Webinar, April 21, 2017
  • Speaker, "Regulation A+ and Other Financing Opportunities," Alzheimer's Association Business Consortium (AABC), April 4, 2017
  • Speaker, "Regulation A+: After the Offering," Security Traders Association of New York Annual Capital Markets Conference, New York, March 30 2017
  • Panelist, "Regulation A+: Bringing Back the Smallcap IPO," National Investment Banking Association's New York Investment Conference, February 28, 2017
  • Moderator, "Bringing Back the Small Cap IPO - Reg A 2017," Webcast from the floor of the New York Stock Exchange, January 19, 2017

  • Moderator, "State of the Cannabis Industry," Deals & Divas, New York, January 17, 2017
  • Panelist, "Cannabis - Investing in One of the Fastest Growing Segments of the Life Sciences Industry," Association for Corporate Growth Westchester/Hudson chapter, Tarrytown, NY, December 9, 2016
  • Panelist, "How Capital Formation Options Are Working for Small Businesses After the Implementation of the JOBS Act (David's presentation on Regulation A+ starts at approximately minute 34 on the webcast)," Securities and Exchange Commission's Government-Business Forum, November 17, 2016

  • Panelist, "Regulation A+: The New 'Mini IPO,'" DealFlow Media Crowdfunding Conference, New York, October 2016
  • Speaker, "Crowdfunding 101," New York City Bar Justice Center - Neighborhood Entrepreneur Law Project, Queens, NY, September 2016
  • Speaker, "Legal Issues for Entrepreneurs," Venture for America bootcamp training for incoming Fellows, Providence, RI, July 2016
  • Moderator, "Understanding Regulation A+ and the 'Mini-IPO'," 2016 Marcum Microcap Conference, June 2, 2016.
  • Speaker, "Legal Issues for Cannabis Companies," Women Grow NYC Signature Networking Event, New York City, March 3, 2016
  • Speaker, "Investing in the Emerging Cannabis Industry While Managing Risk," New York City Cannabis Investor Symposium, New York, January 13, 2016
  • Host of Webinar, "Legal Issues in Starting a Business," Venture for America, January 12, 2016