Joseph “Joey” Smith Of Cassel Salpeter & Co On The Future Of Aviation and Aviation Tech

An Interview with David Leichner
June 26, 2022

“Flying a plane yourself is not a must but would certainly be helpful. Go to airports, large and small and observe all the people/infrastructure that it takes to make this wonderful and so useful industry click and run and thrive.”

As part of our series about “The Future Of Aviation”, I had the pleasure of interviewing Joseph “Joey” Smith.

Joseph “Joey” Smith, director of aviation services at investment banking firm Cassel Salpeter & Co., has more than 25 years of experience in the capital markets and securities industry. At Cassel Salpeter, Smith leads the aviation team, providing the firm’s clients with his expertise in mergers and acquisitions, capital raising, and advisory services to middle market private and public companies. He has structured, negotiated, and executed on numerous aviation industry transactions with institutional private equity and strategic investors, and has worked extensively with business owners, management teams, and boards of directors and their professional advisors, locally and nationwide. Since 2018, Mr. Smith has led the publication of the firm’s quarterly Aviation Industry Deal Report offering insights on industry trends while charting deal flow.

Thank you so much for joining us in this interview series! Before we dive in, our readers would love to get to know you a bit better. Can you tell us a story about what brought you to this specific career path?

My investment banking path was unexpected as I was a history major from a small liberal arts college and never aspired for a career in finance or Wall Street, but I loved the stock market, and the historical aspect of corporations. Their operations, growth, and finance were fascinating to me. When Merrill Lynch surprisingly hired me, I became very adept at bringing in clients and assets, achieved success, and became enamored with the industry and was all in thereafter.

Can you share the most interesting story that happened to you since you started your career?

I do not have a specific story that stands out as particularly interesting during my career, but rather have a period of time. That was when I was a broker/banker during the internet/technology dot-com boom, bubble, and ultimate bust times of the late 1990s and early 2000s. That was the most interesting chapter in my career. It was the Wild West of investing, with valuations being at astronomical levels for private placements, IPOs, buyouts, leading to huge failures and losses. That, combined with the excitement of technology truly advancing with the internet and new business models, while we were all trying to understand this new landscape and ecosystem and trying to pick the winners from the losers, made for fascinating times to be in the business.

Can you share a story about the funniest mistake you made when you were first starting? Can you tell us what lesson you learned from that?

Early in my career, I was tasked to make sure a prospectus was printed for an IPO (before EDGAR online, etc.) so I was camped out late night/early morning in the office of the printing company (standard operating practice). Unfortunately, I fell asleep, and my printing cohorts decided to prank me, by locking me in the small conference room I was working from. When I awoke, I could not get out of the office, so I freaked out thinking the prospectus would be late to the SEC and my boss and client would fire me (no cell phones back then). I almost broke down the door before they let me out, and they took pictures of me, a disheveled mess running out with the huge prospectus box in tow. Very embarrassing, too, when they sent the blown-up picture to my boss to memorialize the prank, and thereafter hung it in the trading room for many years.

The lesson learned was that in business, do not ever let your guard down, and “coffee-up” for all-nighters. And, to always have a plan B for all unforeseen events, and backup, just in case “what if” happens. Be proactive and find a colleague to buddy up with to have your back and vice-versa!

None of us are able to achieve success without some help along the way. Is there a particular person who you are grateful towards who helped get you to where you are? Can you share a story?

My father, who taught me many lessons, always stressed that there is no substitute for hard work, to be a great listener, to always seek to do good (charity), and as for your adversaries, “to kill them with kindness.” He taught me that success is not defined by money, but by doing the right thing and being a well-respected and solid person to all who cross your path! His wisdom certainly defined my ultimate views on happiness, health and success. I am trying to always pass it forward to my three adult children.

You are a successful business leader. Which three character traits do you think were most instrumental to your success? Can you please share a story or example for each?

Being: Creative & Humble Warrior

  • Being Creative — Finding interesting and creative “outside-of-the-box” ways to find and interact with prospects and clients. One example would be regarding prospecting. Referrals are always great and appreciated but going after the companies and businesses that I want to do business with has always been a top goal and priority of mine. As in farming, plant seeds for the long term.
  • Being Humble — remember where you came from in the early days and always treat people with respect at every level of an organization and transaction. Try to make a positive impact on people’s lives, wherever you may interact with them in business and outside of the office.
  • Being a Warrior — not by taking no prisoners and being ruthless, but by acting with an understanding of what you are fighting for, the value creation we can deliver, with an untiring warrior mentality and spirit to fight for your client, your firm/employer and certainly not last, for yourself.

Thank you for that. Let’s jump to the core of our discussion. Can you share with our readers about the innovations that you are bringing to the Aviation and Air Travel industries?

To me, the greatest innovation in our generation is the coming of age of the eVTOLs (electric vertical takeoff and landing aircraft) market and ecosystem. With billions of dollars and euros of venture capital invested and many highly visible names de-SPACing for additional capital and the prestige of being publicly traded, many companies are now publicizing their newest developments and technological achievements, as they test the sky and these are not merely ideas from the “Jetsons.” As we get closer to the commercialization of theses air taxis, we can now see the fruition of a new and exciting aviation subsector for short hauls and the last mile.

Which “pain point” are industry leaders trying to address by introducing these innovations?

There are numerous pain points, including: air worthiness, battery charge, FAA designation, flight paths, maintenance, pilot training, hubs to depart from and terminate to, affordable price points for the average commuter/traveler, etc.

How do you envision that this might disrupt the status quo?

Just like Uber, and Airbnb, the key players who have the size and scale to gain market share quickly will revolutionize how we travel. Disruptions may be felt all over the ancillary transportation industry such as buses, trains, cars, and even some of the short haul commercial carrier’s routes. Only time will tell how fast adoption and affordable pricing becomes mainstream.

My expertise is in product security, so I’m particularly interested in this question. Recently there were famous cases of hackers breaking into the software running automobiles, for ransomware or for other malicious purposes. Based on your experience, what should aviation companies do to uncover vulnerabilities in the development process to safeguard their vehicles and aircraft?

Security at all levels is paramount within the aviation industry, and software hackers will be one of the major concerns in the products and services that are so reliant on technology within the operating aviation footprint and related supply chain. These players must commit to an extraordinary spend to protect their planes and platforms, but the overall infrastructure of the hundreds of active FBOs must work with the FAA and Department of Homeland Security and other government entities to be able to thwart any malicious attacks and have Plan B and C contingency plans.

Fantastic. Here is the main question of our interview. What are your “5 Things You Need To Create A Highly Successful Career In The Aviation Industry?

My career is as an investment banker who has a specialty in aviation transactions. I believe you should always seek to educate, whether it be through advanced schooling or by finding CEOs/CFOs who will spend some time with you. Flying a plane yourself is not a must but would certainly be helpful. Go to airports, large and small and observe all the people/infrastructure that it takes to make this wonderful and so useful industry click and run and thrive. Find retired pilots to tell you their stories, whether they stem from times of war or peacetime. And finally, always be curious, as there are so many avenues from which to approach the industry: flying, repair, trading, operating various businesses, or being part of the millions who are employed by the major carriers and OEM manufacturers and their suppliers.

You are a person of great influence. If you could start a movement that would bring the most amount of good to the most amount of people, what would that be? You never know what your idea can trigger. 🙂

I have always believed in giving back, paying it forward (preferably anonymously) because it truly makes me feel good to give. Whatever success I have is because of so many others (known and unknown), and I am thankful for whatever I have, and feel obligated to do my best to give back.

I would love to find a way for the for-profit and nonprofit world to engage in a global transportation, humanitarian project to promote food and health care equity to the over a billion people globally living below the poverty line. If I am dreaming big without budgets or borders, this initiative would utilize all transportation modes: air, land, and sea with the best-in-class technology to promote the mandate. It would be a supply chain project to include the last mile of goods (to reduce corruption) for food and medical supplies, while also transporting those in need to the hospitals, schools, and training facilities in the developed world. The human interaction and cultural exchange component would lift us all, with ongoing engagement programs to keep the connectivity through many educational/outreach venues. The current system of providing the needy with food and health care services is not enough, it must be more thoughtful, organized, bilateral, and sustainable in order to train the next generation of providers from within these communities of need. Hey, I am thinking big and outside the proverbial box!

How can our readers further follow your work online?

See or subscribe (free) to our Quarterly Aviation Reports at our website: www.casselsalpeter.com

This was very inspiring. Thank you so much for joining us!

About The Interviewer: David Leichner is a veteran of the Israeli high-tech industry with significant experience in the areas of cyber and security, enterprise software and communications. At Cybellum, a leading provider of Product Security Lifecycle Management, David is responsible for creating and executing the marketing strategy and managing the global marketing team that forms the foundation for Cybellum’s product and market penetration. Prior to Cybellum, David was CMO at SQream and VP Sales and Marketing at endpoint protection vendor, Cynet. David is a member of the Board of Trustees of the Jerusalem Technology College. He holds a BA in Information Systems Management and an MBA in International Business from the City University of New York.

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Pasithea Therapeutics Acquires Alpha-5 Integrin, LLC

Source: Pasithea
June 22, 2022

  • Alpha-5 is a potentially first-in-class monoclonal antibody for the treatment of amyotrophic lateral sclerosis (ALS) and other neurological diseases
  • Expands pipeline across Pasithea’s core therapeutic areas to drive enhanced growth
  • Closing consideration of 3.26 million shares of Pasithea common stock
  • Pasithea to hold a webcast on June 22 at 9 a.m. ET to discuss the transaction

MIAMI BEACH, Fla., June 22, 2022 (GLOBE NEWSWIRE) — Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the “Company”), today announced its acquisition of Alpha-5 integrin, LLC (“Alpha-5”), a privately-held preclinical-stage company developing a monoclonal antibody (mAbs) for the treatment of amyotrophic lateral sclerosis (“ALS”) and other neuroinflammatory disorders, such as Multiple Sclerosis (“MS”).

Alpha-5’s lead therapeutic candidate has a novel mechanism of action with the potential to improve clinical outcomes in patients with ALS, and is supported by post-mortem studies and with reproducible significant improvement in behavior and survival in the SOD1 mice model. The acquisition includes Alpha-5 proprietary antibodies with novel intellectual property and brings to Pasithea a group of seasoned scientists and a state-of-the-art laboratory.

The Company acquired all of the outstanding equity interests in Alpha-5 at an enterprise value for $3.75 million, payable in 3.26 million shares of Pasithea common stock, valued at $1.15 per share, an 11% premium to the closing price on June 21, plus 1 million warrants. An entity controlled by Paul B. Manning, Chairman and CEO of PBM Capital, a healthcare-focused investment firm, is Alpha-5’s majority owner and, following the transaction, will own approximately 10% of Pasithea common stock. Cassel Salpeter & Co. acted as financial advisor to the Company on this transaction.

“This agreement with Pasithea represents the culmination of years of work by Alpha-5 researchers, successfully leveraging their deep scientific expertise in the integrin space. We believe Pasithea will be well-positioned to apply its capabilities to move this asset forward and make an impact on ALS disease for the benefit of patients,” said Paul B. Manning.

“Treatments for ALS are extremely limited. Only two drugs are currently approved, with minimal impact on disease, and the majority of patients progress to death within a few years of symptom onset. The Alpha-5 acquisition is transformative for Pasithea, by adding a new drug with a novel mechanism of action to our pipeline, while preserving our strong cash position. In addition to the Alpha-5 development program, we will also acquire a wet lab and scientific team to develop our existing tolerizing vaccine and complimentary program. Our plan is to file an Alpha-5 investigational new drug application (IND) with an orphan drug designation by the end of 2023,” stated Dr. Tiago Reis Marques, CEO of Pasithea.

Stanford Professor Larry Steinman, Chairman of the Board and co-founder of Pasithea and a minority owner of Alpha-5 said, “My work has been instrumental for the discovery of natalizumab, an anti-alpha 4 integrin mAb. This was the first drug developed in the class of selective adhesion molecule inhibitors and a potent therapeutic for multiple sclerosis. We believe that alpha-5 integrin antibody can also be transformative in the treatment of other neurological disorders, such as ALS or MS. Post-mortem human studies and preclinical work conducted so far support this therapeutic target and we are excited to move it into clinical trials.” Professor Steinman recused himself from the vote to approve the transaction.

Transaction Details

At the closing of the transaction, the Company acquired all of Alpha-5’s issued and outstanding equity interests in exchange for 3,260,870 shares of Pasithea common stock plus warrants to acquire an additional 1,000,000 shares at an exercise price of $1.88 per share for a period of five years. The number of shares was calculated by dividing a $3.75 million enterprise value by $1.15 per share of Pasithea Common Stock, an 11% premium to the closing price on June 21. There are potential future earnouts based on net sales. There will be no post-closing adjustments for cash and working capital.

To further discuss the transaction, Pasithea´s management will host a webcast as follows:

Date: June 22, 2022

Time: 9 a.m. ET

URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=aph1RpCR

The webcast will be accessible on the Investors section of the website, www.ir.pasithea.com, and will be archived for 90 days following the event.

About Pasithea Therapeutics Corp.

Pasithea Therapeutics Corporation is a U.S. biotechnology company focused on the research and discovery of new and effective treatments for psychiatric and neurological disorders. With an experienced team of experts in the fields of neuroscience and psychopharmacology, Pasithea is developing new molecular entities for the treatment of psychiatric and neurological disorders. Pasithea is also focused on addressing the needs of patients currently suffering from mental illness by providing access to IV ketamine infusions both in clinics and in-home settings.

About Amyotrophic Lateral Sclerosis

ALS is a progressive neurodegenerative disease that affects nerve cells in the brain and spinal cord, causing loss of muscle control. It most commonly affects people between the ages of 40 and 70, with an average age of 55 at the time of diagnosis. It affects as many as 30,000 patients in the United States, with 5,000 new cases diagnosed each year. The average life expectancy after diagnosis is two to five years, but some patients may live for years or even decades. While 5-10% of cases are hereditary (familial ALS), the large majority of cases (90-95%) are not hereditary (Sporadic ALS). The cause of ALS is not completely understood and multiple complex factors may contribute to the death of motor neurons. Currently, there is no known cure or treatment that halts or reverses the progression of ALS, and FDA only approved 2 medications so far for the treatment of this disorder, both shown to modestly slow the progression of ALS.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to the Company on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including, without limitation, those set forth in the Company’s filings with the SEC. Thus, actual results could be materially different. The Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, after the date of this release, except as required by law.

Pasithea Therapeutics Corp. Company Contact

Dr. Tiago Reis Marques
Chief Executive Officer
E: tiago@pasithea.com

Pasithea Therapeutics Corp. Investor Relations

Lisa M. Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com

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Cassel Salpeter & Co. Continues to Bolster Team Welcoming Incoming Associate Charles Davis

Committed to providing world-class independent investment banking services to middle-market and emerging growth companies, Cassel Salpeter is excited to announce the addition of proven financial industry professional Charles Davis, who joins the firm as an associate.

Charles will bring his established expertise to bear on behalf of the firm’s clients providing strategic counsel in M&A, capital raising, and a wide range of other financial advisory services.

“With every firm hire, it’s our clients who are foremost on our minds and Charles has already established himself as a clear standout, sure to provide results for them having already demonstrated his professional commitment and uncommon thoughtfulness,” said chairman and co-founder James Cassel. “His addition to the CS team further strengthens our firm allowing us to continue to expand our reach and meet all challenges ahead.”

Charles Davis

Prior to joining Cassel Salpeter, Charles served in operations roles leading strategic growth for four privately backed companies in New York: Warp & Weft Concepts, Mattera AV Design, SA Baxter, and The Nanz Company.

He received his master’s in business administration from the University of Miami and received his bachelor’s degree in Philosophy from Skidmore College.

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How Global Uncertainty Will Slowdown Mid-Market M&A

By Demitri Diakantonis
June 7, 2022

Many experts thought that M&A in 2022 was going to be just as busy if not busier than 2021, as buyers looked to put near-record cash piles to work. How quickly times change. Uncertain times and signs of inflation are affecting dealflow in more ways than one according to those we spoke to.

One mid-market M&A attorney warned how she expects buyers will proceed with caution in the foreseeable future.

“As middle-market deals move forward, the uncertainty posed by current market conditions will undoubtedly factor into acquisition offers,” writes Ana Calves from Kleinbard, a Philadelphia-based law firm. She mentions that buyers may offer lower prices, alternative payment structures and requests for longer exclusivity periods, contributing to the slowdown.

No one has a crystal ball of what exactly will happen in the future in terms of dealflow as so many factors come into play, but caution is in the air.

“When you look at deals, I think it will slow down a little and people will take a step back,” James Cassel the co-founder of Miami-based investment bank Cassel Salpeter & Co. recently told me.

Let’s all hope conditions change for the better real soon.

– Demitri Diakantonis

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PE Firms See the Light in the Sunshine State

By Demitri Diakantonis
June 6, 2022

People are moving to Florida in droves since the pandemic started. In fact, more folks moved there than any other state last year. Tax friendly with no state income tax. Tons of sunshine. And the second most miles of coastline behind Alaska (but we’ll take a waterfront property in Miami over Nome any day of the week).

But individuals aren’t the only ones seeing the light. Private equity firms are opening offices in cities such as Miami and West Palm Beach. Name-brand shops like Los Angeles’ Levine Leichtman Capital Partners, Thoma Bravo and GTCR from Chicago all recently opened offices in the state. There are several reasons for firms taking a shine on the Sunshine State.

“One of the driving factors behind this growth,” says James Cassel, co-founder of Miami-based investment bank Cassel Salpeter & Co. “is the ability for people to work remotely, which has now been validated as an effective practice, and indeed has actually been shown to foster a positive work/life balance, which has been useful for recruiting and retaining top talent. This resulted in people considering relocating to South Florida, not only because they can work remotely, but also because of the economic benefits.”

PE Growth

Lee Bryan, a senior partner at Comvest Partners in West Palm Beach, says his firm recognized the benefits of a Florida presence years ago.

“Some people may not realize that PE has had a sizable presence in Florida for quite some time,” Bryan says. “Comvest’s roots in West Palm Beach date back more than 20 years. Several peers are based in cities like Boca Raton and Miami.” Access to three international airports also makes Florida business-friendly, Bryan adds.

Comvest, which typically invests up to $125 million, has invested in some Florida-based companies since it was founded in 2000 including Bel USA (d/b/a discountmugs.com), a Miami-based printer and online retailer of customized promotional products in 2014, and Leixir Dental Group, a Tampa-based provider of dental solutions with a focus on digital dentistry in 2021.

Sun Capital is another notable PE firm with deep roots in Florida. CoCEOs Marc Leder and Rodger Krouse, who met as classmates at Wharton, set up shop in Boca Raton in 1995 to focus on turnarounds and underperforming companies. They’ve since expanded to New York, Los Angeles and London over the last 26 years and raised seven funds.

Other PE firms are putting down roots here. Levine Leichtman Capital Partners, which raised Fund III at $1.4B last year, opened an office in Miami in 2020, while GTCR opened one in West Palm Beach earlier this year.

Local Deals

But it’s not just the desirable climate that’s pushing these firms south. It’s also the dealflow. Technology is one sector in particular that has been seeing robust local deal activity.

“The growing local tech sector has brought a new crop of companies that are available for acquisition, which in turn has brought a new crop of buyers looking for opportunities in traditionally overlooked areas,” Cassel adds.

In 2021, Thoma Bravo opened an office in Miami citing the region’s growing tech sector. “Establishing an office in Miami has not only expanded and enhanced our presence in the U.S., but also provided a gateway to other national and global markets to help support Thoma Bravo’s overall growth,” says Chip Virnig, a partner at Thoma Bravo. “Since we opened our office last year, our team in Miami has grown to 45 people, including a number of new hires attracted to our collegial and entrepreneurial culture. Miami is a vibrant and growing tech and financial hub that’s welcoming and fostering innovative thinking.”

Cassel sees this trend as well. “There are a lot of technology companies that are growing and maturing that could be great candidates for acquisition and that is driving buyer interest,” he says. “There has been a major commitment to pushing South Florida to build its tech sector. Mayor Suarez of Miami is active in support of bringing new companies to South Florida and helping them find the right resources. There are also a growing number of incubators and accelerators, along with a growing base of angel investors. With Covid, people can work from anywhere, so now many tech entrepreneurs are choosing South Florida as their base.”

As an example, Cassel cites SaaS Provider Pros’ (NYSE: PRO) acquisition of Miami-based digital marketer EveryMundo for up to $90 million in November. Pros offers software that is designed to improve shopping and selling experiences. EveryMundo, a bootstrapped growth story started in 2006, is known for helping airlines sell offers directly to consumers.

“Many times, especially for tech companies because tech companies can change very rapidly, they decide to sell,” says Cassel, whose firm co-advised EveryMundo. “Sometimes they sell because they hit a wall in their ability to raise capital and other times, they determine it’s better to be part of a larger organization.”

In another local deal, commercial bank Truist Financial Corp. (NYSE: TFC) completed its acquisition of Service Finance Co. in December 2021. Boca Raton-based Service Finance uses proprietary technology to offer financing and lending services to contractors and other consumers that are used towards home improvements. The majority of Service Finance’s loan applications are completed on its mobile application.

PE firms will go wherever deals are flowing and right now that place is South Florida. “PE firms will increasingly move to or open offices in South Florida as a result of the many attributes this area has to offer,” Comvest’s Bryan says. “We expect this growth trend to continue.”

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Inflation, Labor Shortages, May Cause Mid-Market Buyers to Take a Step Back

By Demitri Diakantonis
June 1, 2022

Dealmakers must be wondering how market volatility is affecting middle-market M&A. No one has a crystal ball and so many factors come into play: the Russia-Ukraine war, labor shortages, supply chain issues, and the list goes on. But what are investment bankers saying?

“Inflation is hitting businesses and people in different ways,” says James Cassel the co-founder of Miami-based investment bank Cassel Salpeter & Co. “When you look at deals, I think it will slow down a little and people will take a step back. For dealmaking, what it does is when you look at a company, you will look at their margins and Ebitda and how they are dealing with shortages.”

Cassel adds that he is not seeing deals dying, but instead deal speed slowing down because buyers are being more thorough in this environment. Perhaps that is both for the good and the bad. On the one hand, buyers may be seeing valuations come back down to earth, especially in the mid and upper middlemarket. At the same time, market volatility has not really impacted the lower middle-market as much, as family-owned businesses seek exits. Regardless of market conditions, Cassel says it’s not fair to blame everything on inflation.

“You can’t just point to one thing and blame inflation,” he says.
– Demitri Diakantonis

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