Jason L. Langford

Jason focuses his practice on advising public companies. He helps domestic and foreign companies raise funds and grow their business by accessing U.S. capital markets. Jason’s practice centers on helping domestic and foreign businesses with initial public offerings, cross-border listings, debt and equity raises, and growing businesses through strategic merger transactions. In addition, Jason assists companies with understanding disclosure requirements, routine securities reporting obligations, corporate governance, entity management, and general corporate and compliance matters.

• Advises issuers and underwriters in connection with initial public offerings (IPOs), Exchange Act registrations, shelf takedowns, registered direct offerings, private placements, at-the-market offerings (ATMs), and other continuous offering programs for domestic and international companies.
• Helps Canadian public companies on inbound U.S. exchange listings (cross-listings) and initial U.S. equity offerings.
• Acts as buyer’s or seller’s counsel on public company mergers and acquisitions.
• Drafts and reviews Exchange Act reports on Forms 10-K, 10-Q, 8-K, 40-F, 20-F, 6-K and Schedule 14A, among others, and advises companies on disclosure obligations from a deep knowledge of public company disclosure requirements.
• Advises on entity management and optimization, including formation and dissolution of entities, internal restructurings, and corporate record keeping.
• Assists companies with obtaining OTC quotation on the OTCQB and OTCQX.

Representative Transactions

• Counsel for Peoples Financial Services Corp. in the merger of FNCB Bancorp, Inc. with and into Peoples, and the merger of FNCB Bank with and into Peoples Security Bank and Trust Company, to create a $5.5 billion community bank with 44 full-service community banking offices in Pennsylvania, New York, and New Jersey.
• Counsel for Burke & Herbert Financial Services Corp. in the merger of Summit Financial Group, Inc. with and into Burke & Herbert and the merger of Summit Community Bank, Inc., with and into Burke & Herbert Bank & Trust Company to $8.3 billion financial holding company with over 75 branches across Delaware, Kentucky, Maryland, Virginia, and West Virginia.
• Counsel to Partners Bancorp in its definitive agreement and plan of merger with and into LINKBANCORP, Inc. to create a preeminent Mid-Atlantic community bank with nearly $3 billion in assets.
• Counsel to Harvest Health & Recreation Inc in the arrangement, pursuant to which Trulieve Cannabis Corp. acquired all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares of Harvest, which, at time of closing, created the largest cannabis operator in the United States on a combined retail and cultivation footprint basis.
• Represented Burke & Herbert Financial Services Corp. Exchange Act in its registration and listing on Nasdaq Capital Market.
• Represented MindMedicine (MindMed) Inc., in its offering of units (CDN $20 million) and listing on Nasdaq Capital Market.
• Represented Cardiol Therapeutics Inc. in its U.S. at-the-market offering (US $50 million), and offerings of units (US $50 million and CDN $25 million, respectively).
• Represented National Bank Financial Inc., in its U.S. public offering for Gold Royalty Corp. (US $35 million).