Honigman Life Sciences
Welcome to Honigman
Honigman is a business law firm that operates with an eye towards innovation in all that we do. Founded in Detroit in 1948, Honigman has expanded to include offices across Michigan, Chicago, Washington, D.C., and through our subsidiary, Honigman Law Israel.
Our attorneys counsel clients on complex issues in more than 60 legal practice areas. We’re proud to have recruited the best and brightest legal minds from across the United States to help further strengthen our practice group expertise.
Our teams work at the forefront of innovation by creating new approaches to leverage our intellectual horsepower while adding value for our clients. We stay on top of the latest legal trends in M&A, private equity, and consulting on growth companies. We help clients get ahead of intellectual property, security and other risks with customized, yet practical solutions.
Our cross-disciplinary approach ensures that clients with worldwide operations navigate complex international IP landscapes effortlessly. Our work ensures seamless coordination across borders, safeguarding assets and advancing our clients’ interests throughout a wide variety of international markets.
We have grown our IP team to over 120 professionals
3,500+
We worked on over 3,500 patent filings in 2024
50+
We have generated more than 50 Orange Book listed patents
2,000+
We had over 2,000 patents granted in 2024
Corporate
25B+
Our total deal value in 2024 was more than $25 billion
6
Ranked #6 in U.S. by PitchBook for most active law firm for Mergers + Acquisitions in 2023
7
Ranked #7 in U.S. by PitchBook for most active law firm for Private Equity in 2023
1
Ranked Band 1 by Chambers for IP in Michigan in 2024
2024
Named Patent Strategy Firm of the Year by LMG Life Sciences Americas
3
Three Chambersrecognized Band 1 attorneys in IP litigation, patent and trademark
390+
Our lawyers completed more than 390 corporate transactions in 2024
1
Ranked Band 1 by Chambers for Corporate/M+A in Michigan in 2024
Our team includes more than 60 litigators
20+
Licensed to practice in over 20 states, serving clients across the country and around the world
6
Best Lawyers “Best Law Firms” lists six of our Litigation practice areas as among the best in the nation
Regulatory
50+
We have assisted health care clients in meeting their business objectives for over 50 years
194
194 Captive Insurance programs in 11 US domiciles in over 40 states
1
Ranked Band 1 by Chambers for Litigation: General Commercial in Michigan in 2024
3
Three Chicago-based litigation attorneys recognized as 2025 Illinois Super Lawyers
2
Two Chambersrecognized Band 1 attorneys in Insurance and Insurance: Dispute Resolution
1
Ranked Band 1 by Chambers for Insurance in Michigan in 2024
20+
Dedicated professionals that advise clients on federal, state and local regulatory issues
Honigman is a trusted partner to life sciences companies at every stage of their journey. Our team represents top-tier pharmaceutical and biotechnology companies, large digital and high-tech companies, and start-ups and early stage companies. Motivated by the knowledge that the work we do with our clients is improving people’s lives, we serve as an extension of our clients’ in-house teams so they can focus on their core business objectives. We excel in guiding clients through high-stakes investments, acquisitions, and licensing agreements. Our team specializes in providing strategic counsel to protect and optimize critical assets, enabling the development and commercialization of innovation addressing critical unmet medical needs and emerging biotechnologies. Our cross-disciplinary approach facilitates seamless coordination across borders that strengthens our clients’ intellectual property portfolios and empowers our clients to stand out in highly competitive markets. With a national presence and many members of our team previously holding in-house positions at pharmaceutical, biotechnology, and high-tech companies, we deeply understand the business and regulatory landscapes in which life sciences companies operate. We are proud to offer an efficient value structure while providing a high-touch, interdisciplinary client experience backed by over seven decades of expertise in life science matters.
Patent Strategy
Attorney of the Year
D.C. Metro
Harold Fox, Ph.D.
Patent Strategy
Attorney of the Year Midwest
Jonathan O’Brien, Ph.D.
Shortlisted –Venture Capital
Attorney of the Year
Phillip Torrence
We have worked on over 20 FDA-approvded drugs
20 150 24 + +
We are currently assisting clients with approximately two dozen drug pipeline products in Phase 2 or Phase 3 of clinical development
We have led over 150 investorside and company-side patent due diligence investigations
2024 Awards from LMG Life Sciences Americas
Patent Strategy Firm of the Year Honigman
Life Sciences Representative Matters
Intellectual Capital
Provided strategic IP counsel to Carmot Therapeutics in its $2.7 billion acquisition by Roche. The work included developing and implementing global IP procurement and commercialization strategies for its GLP-1 program, enhancing the company’s value and contributing to the success of this landmark transaction.
Advised Takeda Pharmaceutical Company on securing global patent term extensions for ALUNBRIG® and NINLARO® across jurisdictions including the U.S., Europe, and Asia. These efforts protected Takeda’s market position and ensured extended commercial viability for its groundbreaking cancer therapies.
Advised Takeda Pharmaceutical Company on evaluating the intellectual property assets of AC Immune SA for ACI-24.060, a first-in-class active immunotherapy targeting Alzheimer’s disease. Our comprehensive patent portfolio analysis ensured Takeda’s confidence in pursuing this $2.1 billion option and license deal, securing a transformative therapy for a critical area of unmet medical need.
Represented Lactobio A/S in expanding its U.S. patent portfolio for microbial innovations. Our team facilitated compliance across Denmark, France, and the United States, ensuring robust protection for its innovative microbial solutions in skincare and health applications.
Advised Radius Health on securing global patent protections and regulatory approvals for ORSERDU®, the first FDA-approved treatment targeting ESR1 mutations in breast cancer. Our work extended market exclusivity and ensured regulatory compliance, facilitating the successful commercialization of this groundbreaking therapy.
Advised Arrowhead Pharmaceuticals on global patent prosecution and IP strategies for its RNAi-based therapies targeting previously undruggable genetic conditions. Our work safeguarded critical innovations and ensured Arrowhead’s competitive position in the RNA interference therapeutics market.
Represented KUB Technologies, Inc. in an ITC investigation against an overseas cabinet x-ray maker that was infringing our client’s patent. The client is a leading manufacturer of x-ray and optical camera technology for use in hospitals and for treatment of cancer. We obtained a consent order and total victory for our client.
Advised Prime Medicine on developing IP strategies for its prime editing genome-editing technology, a revolutionary approach to treating genetic diseases. Our work ensured robust IP protections, positioning Prime Medicine as a leader in the competitive genome-editing landscape.
Advised MyoKardia on developing global IP strategies for its AI-driven cardiology technologies and Camzyos™, the first FDA-approved treatment for hypertrophic cardiomyopathy. This work safeguarded MyoKardia’s leadership in precision medicine and supported its innovative digital health platforms.
Represented Merck and 3M in IPR actions and litigation against AptarGroup as it was seeking to enforce device patents allegedly covering clients Dulera® and Asmonex® products. Obtained a finding of invalidity of opponent’s IP after trial in IPR actions.
Represented Sage Therapeutics in securing patents for its postpartum depression drugs Zulresso® and Zurzuvae®. These efforts ensured robust protection for innovative therapies addressing a critical unmet medical need in mental health.
Represented Exelixis patents in European opposition proceedings to defend key patents for its oncology therapies, including CABOMETYX® and COMETRIQ®. Our comprehensive strategies safeguarded critical innovations, reinforcing Exelixis’s competitive position in the global oncology market.
Served as lead IP counsel for Kardigan in its $300 million Series A financing round. By simultaneously analyzing and defending the assets’ patent portfolios while supporting capital-raising initiatives, our work played a pivotal role in the launch of this heart health company with a mission of developing innovative cardiovascular treatments.
Advised Radius Health and Menarini on obtaining patent term extensions for ORSERDU®, the first FDA-approved treatment targeting ESR1 mutations in breast cancer. Our efforts ensured extended market exclusivity, enhancing the therapy’s commercial viability.
Represented Aquestive Therapeutics in launching Libervant®, an orphan drug for pediatric epilepsy. Our counsel addressed regulatory hurdles and orphan drug requirements, facilitating the successful commercialization of this groundbreaking treatment.
Life Sciences Representative Matters
Enterprise Capital
Advised Catalio Capital Management on its participation in Alentis Therapeutics’ $181.4 million Series D financing. This investment supports the development of Claudin-1 (CLDN1) targeted antibody-drug conjugates for solid tumors and organ fibrosis, advancing critical innovation in oncology.
Represented Takeda Pharmaceutical Company in its nearly $7 billion acquisition of Nimbus Therapeutics’ TYK2 program subsidiary.
Advised NeuroBo Pharmaceuticals in a concurrent private placement and registered direct offering of up to $70 million.
Represented Elucid Bioimaging Inc. in its $80 million Series C financing round to expand its commercialization of AI-powered imaging analysis software for assessing cardiovascular disease. This funding positions Elucid to advance its mission of providing critical insights to combat heart disease while navigating a rapidly evolving regulatory landscape.
Represented Ablative Solutions, Inc., in multiple rounds of preferred stock financings, including its $77 million
Series D financing by co-leads Gilde Healthcare and BioStar Ventures.
Represented Avertix Medical, Inc., in its Series A preferred financing, bridge financing, Series B preferred financing and a business combination agreement for a SPAC transaction with BiosPlus Acquisition Corp.
Represented Svelte Medical Systems, Inc. in connection with multiple rounds of preferred stock financings valued at more than $80 million
Represented CHF Solutions, Inc., in numerous registered public offerings (including underwritten deals, CMPOs, registered directs and PIPEs) totaling more than $100 million
Represented Diplomat Pharmacy, Inc. (NYSE: DPLO) in its nearly $200 million IPO and a $285 million follow-on public offering.
Represented Amplitude Vascular Systems, Inc. in connection with its $28.8 million Series B preferred financing. The funding will continue to support clinical trials for the company’s device for pulsatile intravascular lithotripsy (PIVL) in peripheral cases, while advancing preclinical work for an expanded indication in coronary cases. Advised Catalio Nexus Fund III, LP in connection with its investment in Avalyn Pharma, Inc.’s $170 million Series C preferred investment round of financing. This investment supports the development of its portfolio of inhalation therapies for interstitial lung disease that improve upon currently approved medications, and advance lead clinical assets, AP01 (inhaled pirfenidone) and AP02 (inhaled nintedanib), into mid-stage clinical trials.
Represented Stryker Corporation in numerous acquisitions of medical device-based technologies, preferred stock investments and divestitures.
Life Sciences Leadership Team
Harold Fox, Ph.D.
Phillip Torrence
Jonathan O’Brien, Ph.D.
Jonathan O’Brien, Ph.D.
Partner
Vice-Chair, Board of Directors
Chair, Intellectual Property Department
Member, Executive Committee
269.337.7704
jobrien@honigman.com
Areas of focus
Intellectual Property Patent
Dr. Jonathan O’Brien has more than 20 years of experience assisting domestic and multinational companies on global IP portfolio procurement and enforcement strategies. He offers a pragmatic business perspective and has successfully assisted clients with leveraging their IP portfolios by identifying improvements and solutions to minimize risks and maximize strengths while aligning the IP strategy with his clients’ business objectives. His representative clients include companies in a variety of industries, including life sciences (pharmaceutical, biotechnology, nutraceutical, and medical devices), consumer goods, food, telecommunication, industrial chemicals and materials.
Dr. O’Brien has written and prosecuted several hundred patents throughout the world. He has experience rendering legal opinions on patent validity and noninfringement, as well as helping to coordinate global opposition, reexamination, nullity and infringement proceedings. Dr. O’Brien also has extensive experience with IP due diligence as part of mergers and acquisitions, public and private offerings, and collaborations. He has experience drafting and negotiating a variety of agreements, including patent licenses, co-development and commercialization, material transfer, clinical trial, cooperative research and development agreements (CRADA) amongst others.
Dr. O’Brien has a particularly strong acumen in the life science industry and has worked on number of FDA-approved drugs, including Celebrex®, Bextra®, Zyvox®, Incivek®, Kalydeco®, Orkambi®, Pimodivir®, Fampyra®, Ampyra®, Velcade®, Ninlaro®, Adcetris®, Linzess®, Cabometyx®, Cometriq®, Cotellic®, Alunbrig®, Exkivity®, and Camzyos® amongst others. He is currently assisting his clients with the development of nearly a dozen late stage pharmaceutical and biotechnology clinical candidates as potential therapies among a broad range of therapeutic areas, including oncology, cardiology, gastrointestinal and infectious diseases.
Representative Matters
Drafted and prosecuted patents in a variety of technical areas such as pharmaceutical, inorganic, and polymer chemistries; biotechnology; material science; physics; nanotechnology; and mechanical engineering.
Represented a multinational pharmaceutical company in developing a global patent strategy for a Phase III drug candidate, which involved obtaining patent issuances on the drug substance and implementing a life-cycle management plan.
Assisted a multinational pharmaceutical company and its European counsel in defending the company’s European patent during opposition proceedings.
Drafted and negotiated a variety of agreements, including patent license, co-development and commercialization, material transfer, and nondisclosure agreements, as well as clinical trial agreements, including CRADAs.
Conducted intellectual property due diligence for venture fund clients regarding potential investments, large pharmaceutical and biotechnology corporations regarding potential asset purchases and mergers, and startup companies regarding potential licensing of technologies owned by universities or third parties.
Prior Experience
Miller, Canfield, Paddock and Stone, P.L.C., Senior Partner, 2007-2008; Senior Attorney, 2005-2007
Pfizer/Pharmacia Corporation, Patent Agent, 2001-2004
Fish & Richardson, P.C., Technology Specialist, 1997-2001
Education
Massachusetts Institute of Technology Ph.D., Chemistry
Michigan State University College of Law, J.D., magna cum laude
Hope College, B.S., Chemistry, cum laude
Admissions
Michigan
U.S. Patent and Trademark Office (USPTO)
Court Admissions
U.S. Court of Appeals for the Federal Circuit
Awards
Listed in Chambers USA: America’s Leading Lawyers for Business, 20172024. Recognized as a leading business lawyer in the Intellectual Property field in Michigan; Chambers USA states:
“He is a tremendous communicator.”
“He is commercially savvy and gives practical, realistic counsel.”
“He is an excellent IP lawyer who has a vast, deep knowledge and his advice and services are great.”
“Jonathan provides a very strong level of service and sophistication on matters relating to strategies for developing patent portfolios.”
“Jonathan O’Brien is a respected attorney in the Michigan IP market. He is held in high regard for his expertise in patents and is well versed in pharmaceutical matters.” One client adds “He’s a great attorney with impressive knowledge on the industry.”
“Jonathan O’Brien is noted for his extensive background in chemistry matters, with clients noting him as “very thorough and knowledgeable about chemical patent law.” Sources add: “He has a depth of intellectual knowledge around chemistry and brings a very practical eye to it.”
Jonathan O’Brien, Ph.D.
“Jonathan O’Brien is the chair of the firm’s intellectual property department. He regularly advises clients on patent and trademark procurement, enforcement matters and post-grant proceedings. An impressed client praised ‘his patent prosecution capabilities’ before going on to applaud his ‘ability to grasp our company’s business needs and provide legal advice tailored to our particular needs.’”
“Jonathan O’Brien chairs the practice and focuses on IP issues concerning M&A, as well as portfolio management and strategy. ‘He is excellent and very business-savvy,’ says a client.”
“In addition to his legal qualifications, O’Brien also has a PhD in chemistry, and clients are particularly impressed by his specialized, sector-specific knowledge, noting that he is ‘a highquality thinker’ who is also ‘easy to work with.’ Clients also state: ‘He is particularly knowledgeable about international matters.’”
The Best Lawyers in America, 2012-2025
Recognized in practice areas of: Patent Law
Biotechnology and Life Sciences Practice
Michigan Super Lawyers, 2015-2020
Recognized as a Rising Star, 2011 and 2013-2014
LMG Life Sciences
Named Patent Strategy Attorney of the Year – Midwest (2023-2024)
Shortlisted nominee for Patent Strategy Attorney of the Year – Midwest (2022)
Recognized for Patent Prosecution, Patent Strategy & Management (2017-2022)
IAM Patent 1000: The World’s Leading Patent Professionals, Recognized as one of the World’s Leading Patent Practitioners, 2014-2016, 2019-2024
Managing Intellectual Property
IP STARS, Recognized as a Patent Star, 2013-2022, 2024
Law Bulletin Media
Leading Lawyers, Intellectual Property Law, 2017, 2021, 2023-2024
Leading Lawyers, Patent Law, 2017, 2021, 2023-2024
Michigan Lawyers Weekly, Recognized as a Leader in the Law, 2014
Business Review USA, Recognized as a Business Leader Under 40, 2007
Harold Fox, Ph.D.
Partner
Office Managing Partner
Washington, DC
202.844.3390
hfox@honigman.com
Areas of focus
Intellectual Property
Patent
Harold Fox offers clients tactical intellectual property counsel and strategic patent advice. In addition to his successful patent prosecution practice, Harold advises clients on critical aspects of patent portfolio development. More specifically, he provides strategies to manage post-grant proceedings, applies creative approaches to product life-cycle management, and develops insightful patent enforcement tactics. Harold also offers patent validity and infringement opinions, conducts intellectual property diligence investigations, handles trademark and domain name issues, and evaluates intellectual property issues arising from government contracts. He advises clients in all areas of chemistry, biotechnology, pharmaceuticals, biologics, nanotechnology, physics, chemical engineering, mechanical engineering, medical devices, business methods and materials science. As a significant portion of his practice, Harold has represented emerging and established companies, academic institutions, as well as domestic and international corporations in post grant proceedings at the U.S. Patent and Trademark Office, in Section 337 investigations at the U.S. International Trade Commission and in appeals at the U.S. Court of Appeals for the Federal Circuit. Chambers USA has declared Harold a leading DC patent prosecutor, noting his “command of matters involving a truly impressive range of technical and scientific disciplines, from biotechnology through nanotechnology to materials science.” According to lAM Patent 1000 client commentary, Harold is “strategically smart, responsive, and always on top of things to the very end.”
Representative Matters
Developed and implemented patent portfolio protection strategy for key pharmaceutical product patent assets involved in over a dozen competitor and Hatch-Waxman patent litigation matters, including successfully defending multiple Inter Partes Review (IPR) validity challenges and reexaminations at the U.S. Patent and Trademark Office, upholding validity of all patent claims through appeals.
Created trade secret protection policies for multi-national and multi-party joint venture projects for a Korea-based chemical company working with emerging U.S. companies.
Conducted intellectual property due diligence and created patent portfolio development strategies for a pharmaceutical and biotechnology corporation leveraging U.S. and China market opportunities. Projects also included settling disputes regarding theft of trade secrets and patent assets by a vendor.
Structured and implemented intellectual property strategy for start-up pharmaceutical company from its inception, including patent litigation avoidance strategies for a 505(b)(2) product and building a patent estate with more than three dozen patents eligible for Orange Book listing.
Designed and implemented innovation capture program for a rapidly growing renewable energy company, resulting annual application filing rate of over 50 applications per year while maintaining a technology development strategy that mitigated potential patent litigation issues. Projects included IP positioning of the company for its IPO.
Defended highly licensed academic patent portfolio from Inter Partes Review (IPR) challenges, resulting in key claims being found not unpatentable.
Education
Boston University, J.D.
Massachusetts Institute of Technology, Ph.D., Chemistry
Massachusetts Institute of Technology, S.B., Chemistry
Admissions
District of Columbia
Maryland
New York
U.S. Patent and Trademark Office (USPTO)
Court Admissions
U.S. Court of Appeals for the Federal Circuit
Awards
Managing Intellectual Property IP STARS
Recognized as a Patent Star, 2022-2024
IAM Patent 1000, Prosecution: DC Metro Area (2013-2020, 2022-2024)
World Intellectual Property Review Leader (2016-2023)
LMG Life Sciences
Named Patent Strategy Attorney of the Year – DC Metro (2024)
Shortlisted nominee for Patent
Strategy Attorney of the Year – DC Metro (2022-2023)
Recognized for Patent Prosecution, Patent Strategy & Management (2022)
Chambers USA, Intellectual Property: Patent Prosecution, District of Columbia (2013-2016)
Legal 500 US, Intellectual Property: Copyright (2018)
Legal 500 US, Intellectual Property: Trade Secrets, Litigation and NonContentious Matters (2016-2018)
Legal 500 US, Intellectual Property: Patent Litigation, International Trade Commission (2016, 2018)
Legal 500 US, Intellectual Property: Patent Litigation, Full Coverage (2016-2017)
IAM Patent 1000, Post-Grant Procedures: National (2015-2016)
IP Law & Business, Named one of the top 50 under 45 (2008)
Phillip Torrence
Partner
Office Co-Managing Partner
Kalamazoo
Member, Executive Committee
Member, Board of Directors
269.337.7702
ptorrence@honigman.com
Areas of focus Corporate Transactions and Counseling
Phil focuses his practice on representing private and public companies in a broad range of corporate and securities law matters. He has a dynamic corporate law practice with particular emphasis on public and private securities offerings, growth equity and venture capital transactions, private equity transactions, public and private mergers and acquisitions and dispositions.
In the life sciences space, Phil provides strategic counsel to pharmaceutical, biotechnology, and medical device companies to secure venture capital from leading domestic and international investors. He also assists life science clients in growing and entering new business lines through corporate partnerships and strategic licensing arrangements, leveraging his deep understanding of the unique challenges and opportunities in this sector to drive growth and innovation.
Phil also regularly counsels boards of directors on corporate governance, fiduciary duty, corporate control and other strategic matters.
Phil is known for working closely with his clients as an integral part of the management team in setting strategic direction, and structuring and negotiating mission-critical transactions. His combination of business and legal experience covers the full spectrum of transactions and issues facing public and private companies in a wide range of industries. He has led hundreds of M&A transactions, both domestic and international, involving billions of dollars in trade value in a wide variety of industry sectors.
The strength of Phil’s practice is in its high profile variety – he purposely keeps a mix of cutting-edge public, private, buy-side, sell-side and multi-industry clients. In addition to Phil’s focus on mergers and acquisitions, he also regularly counsels takeover and activist defense, joint ventures, strategic equity investments and founder/management teams. Phil enjoys his regular advisory role with boards of directors and special committees regarding corporate governance, proxy contests and shareholder activism.
Phil advises emerging growth companies backed by venture capital and private equity firms on all corporate, transactional and financing matters. He has extensive experience in corporate finance and capital raising transactions, including initial public offerings, primary and secondary offerings, Rule 144A private placements, private equity financings and recapitalizations, and debt and preferred stock financings.
Phil’s practice has a long-history of forming new companies and preparing them for investments, negotiating those investments and preparing and effecting an eventual sale or initial public offering. He regularly assists and advises companies managing and mitigating risk involved in growth, securing venture capital investments, borrowing venture debt, and protecting and licensing technology from commercial and academic licensors.
Phil has provided counsel on every type of transaction, as well as throughout the stages of each transaction. Phil keeps current on emerging industry trends, regularly advises companies and investors on alternative financing structures, reviews and negotiates financing documents with liquidity events in mind.
Phil also regularly counsels boards of directors of public companies on corporate governance issues, fiduciary duty matters (both generally and in the M&A context), compliance with the U.S. federal securities laws, and compliance with the listing standards of NASDAQ and the New York Stock Exchange.
Education
University of Utah, J.D.
William H. Leary Scholar
Moot Court Competition Hope College, B.A.
Washington Honors Semester
Phi Sigma Alpha
Admissions
Michigan
Representative Matters
Select Exchange Act Reporting Matters and Securities Offerings
Gemphire Therapeutics Inc. (Nasdaq: GEMP)
August 2016 Initial Public Offering
34’ Act Reporting Matters
March 2017 $12.5 million PIPE
July 2017 $15 million loan with Silicon Valley Bank
February 2018 $22 million CMPO
December 2019 Reverse Merger Transaction with NeuroBo Pharmaceuticals, Inc.
Helius Medical Technologies, Inc. (Nasdaq: HSDT)
34’ Act Reporting Matters
October 2020 $3.4 million PIPE
January 2021 $9.59 million underwritten public offering
September 2021 $15 million Equity Line of Credit
November 2021 $9.63 million CMPO
August 2022 $18 million public offering
June 2023 ATM
May 2024 Public Offering
NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO)
34’ Act Reporting Matters
January 2021 $10 million PIPE
October 2021 $14 million Registered Direct Financing and PIPE
November 2022 $32.3 million
Underwritten Public Offering and Concurrent PIPE and License Transaction
June 2024 $70 million Concurrent Private Placement and Registered Direct Financing
NeuroOne Medical Technologies Corporation (Nasdaq: NMTC)
July 2017 Reverse Merger
Transaction with Original Source Entertainment, Inc.
34’ Act Reporting Matters
August 2017 Convertible Note and Warrant Financing
October 2017 Convertible Note and Warrant Financing
July 2018 PIPE
November 2018 PIPE
January 2019 PIPE
October 2019 PIPE
November 2019 Convertible Note and Warrant Financing
April 2020 Convertible Note and Warrant Financing
July 2020 Development and Distribution Agreement with Zimmer, Inc.
July 2020 PIPE
January 2021 $12.5 million PIPE
May 2021 Up-Listing to The Nasdaq Capital Market
October 2021 $13.4 million CMPO
December 2022 ATM
July 2023 CMPO
August 2024 Private Placement of Common Stock and Warrants
August 2024 Credit Facility
Phillip Torrence
Nuwellis, Inc. (Nasdaq: NUWE)
34’ Act Reporting Matters
January 2013 $25 million Equity Line of Credit
April 2013 $13.1 million CMPO
September 2013 $46 million CMPO
March 2014 $40 million ATM
February 2015 $10 million loan with Silicon Valley Bank
July 2016 PIPE
August 2016 Asset Acquisition of Aquadex™ FlexFlow product from Gambro UF Solutions, Inc., an indirect subsidiary of Baxter International Inc.
July 2016 Registered Direct Financing and PIPE
October 2016 Registered Direct Financing and PIPE
April 2017 underwritten $9.2 million common stock and warrant financing
November 2017 underwritten $18 million common stock and warrant financing
January 2018
$4.1 million CMPO
March 2019 underwritten $10.8 million common stock and warrant financing
October 2019 Registered Direct Financing
November 2019 Registered Direct Financing
January 2020 underwritten $8.6 million common stock and warrant financing
March 2020 Registered Direct Financings
May 2020 Registered Direct Financing
August 2020 underwritten
$12.4 million common stock and warrant financing
March 2021 $18.1 million CMPO
September 2021 $10 million CMPO
October 2022 $11.04 million
Underwritten Public Offering
March 2023 ATM
October 2023 Public Offering of Preferred Stock and Warrants
April 2024 Public Offering of Common Stock, Pre-Funded Warrants and Warrants
July 2024 Concurrent Private Placement and Registered Direct Offering of Common Stock, PreFunded Warrants and Warrants
November 2024 Warrant Inducement
Ocuphire Pharma, Inc. (Nasdaq: OCUP)
34’ Act Reporting Matters
November 2020 Revere Merger Transaction with Rexahn Pharmaceuticals, Inc. and Concurrent PIPE Financing
March 2021 $40 million ATM
June 2021 $12 million
Registered Direct Financing
August 2023 $50 million
Equity Line of Credit
Ocuphire Pharma, Inc. (Nasdaq: OCUP)
34’ Act Reporting Matters
November 2020 Revere Merger Transaction with Rexahn Pharmaceuticals, Inc. and Concurrent PIPE Financing
March 2021 $40 million ATM
June 2021 $12 million
Registered Direct Financing
August 2023 $50 million
Equity Line of Credit
WideOpenWest, Inc. (NYSE: WOW)
April 2013 A/B Exchange Offer for $725 million aggregate principal amount of outstanding 10.250% senior notes due 2019 and $295 million aggregate principal amount of outstanding 13.375% senior subordinated notes due 2019
34’ Act Reporting Matters
Various Acquisitions and Divestitures
Select Mergers and Acquisitions Matters
Venture Capital Backed Sales:
Represented numerous venture capitalbacked companies in the life sciences and medical device sector in connection with their sales to strategic acquirers.
Closely-Held Business Sales: Represented numerous owners of privately owned businesses in connection with their sales to private equity-backed companies and strategic acquirers involving billions of dollars in trade value.
Public Company Acquisitions/ Sales: Represented numerous publicly traded companies in connection with sale process and related sale and acquisition transactions.
Going Private Transactions: Represented issuers, sponsors and management teams in connection with going private transactions.
Pacific Avenue Capital Partners, LLC: Represented PACP in numerous acquisitions and divestitures.
Stryker Corporation (NYSE: SYK): Represented Stryker in numerous acquisitions and divestitures.
Tribune Publishing Company (NYSE: TPCO): Represented Tribune in numerous acquisitions and divestitures.
Select Venture Capital Financing Transactions
Ablative Solutions, Inc.:
Multiple bridge financings
Series A Preferred Financing
Series B Preferred Financing
Series C Preferred Financing
Series D Preferred Financing
Senior Secured Convertible Promissory Note Financing
Amplitude Vascular Systems, Inc.:
Series A Preferred Financing
Convertible Note Financing
Series B Preferred Financing
Avertix Medical, Inc.:
Series A Preferred Financing
Bridge Financing
Series B Preferred Financing
Business Combination Agreement for SPAC Transaction with BiosPlus Acquisition Corp
October 2023 Bridge Financing
July 2024 Series C Preferred Financing
September 2024 Senior Secured Convertible Promissory Note Financing
Aseko, Inc.:
Multiple bridge financings
Series A Preferred Financing
Series B Preferred Financing
Series C Preferred Financing
Series D Preferred Financing
Series E Preferred Financing
Series F Preferred Financing
Series G Preferred Financing
Series H Preferred Financing
Series I Preferred Financing
BioStar Ventures: Investments in the following:
Amplitude Vascular Systems, Inc.
– Series A Preferred Financing
Olympic Ophthalmics, Inc. –
Series A-1 Preferred Financing and Bridge Financing
Nectero Medical, Inc. – Series D Preferred Financing
Senseonics Holdings, Inc. (Nasdaq: SENS) – PIPE Financing
Greenbrook TMS Inc. (Nasdaq: GBNH/TSX: GTMS) – PIPE Financing
REVA Medical, LLC – Series C Preferred Financing
Bryn Pharma, LLC:
Series 3 Preferred Unit Financing
Series 4 Preferred Unit Financing
Catalio Capital Nexus Funds: Investments in the following:
Affini-T Therapeutics, Inc. –
Series B Preferred Financing
Alentis Therapeutics AG – Series D Preferred Financing
Anagenex, Inc. - Series A Preferred Financing
ArriVent Biopharma, Inc. - Series B Preferred Financing
Blackrock Microsystems, Inc. –
Series C Preferred Financing
Blackrock Microsystems, Inc. – Bridge Financing
Boost NeuroScience, Inc.
– Bridge Financing
Boost Neuroscience, Inc. - Series Seed Preferred Financing
Carbon Health Technologies, Inc.
- Series D Preferred Financing
Carbon Health Technologies, Inc.
– Convertible Note Financing
Phillip Torrence
Cartography Biosciences, Inc.Series A Preferred Financing
Cambrian BioPharma, Inc. –Series B Preferred Financing
Celsius Therapeutics, Inc.Series C Preferred Financing
Character Biosciences, Inc.Series A Preferred Financing
Clover Therapeutics, Inc.Series A Preferred Financing
Dianthus Therapeutics, Inc.
PIPE-Reverse Merger with Magenta Therapeutics, Inc.
Dianthus Therapeutics, Inc. - PIPE Financing
eGenesis, Inc. – Series C Preferred Financing
Ensoma, Inc. - Series B Preferred Financing
Entos, Inc. – Series A Preferred Financing
Enveda Therapeutics, Inc. –Series B Preferred Financing
Faze Medicines, Inc. – Series A Preferred Financing
Fractyl Laboratories, Inc. –Series F Preferred Financing
Freenome Holdings, Inc. – Series C&D Preferred Financing
Georgiamune, Inc. - Series A Preferred Financing
Haystack Oncology, Inc. – Series A Preferred Financing
Haystack Oncology, Inc.Merger Transaction with Quest Diagnostics Incorporated
Iambic Therapeutics, Inc. – Series B-2 Preferred Financing
Immunai Inc. – SAFE financing
Insightec, Ltd. – Series G Preferred Financing
LifeSprout, Inc.- Series A Preferred Financing
LifeSprout, Inc. - Convertible Note Financing
manaT Bio, Inc. – Bridge financing
Medical Informatics Corp.Series B Preferred Financing
Metagenomi Technologies, LLCSeries B-1 Preferred Financing
NextPoint Therapeutics, Inc.Series B Preferred Financing
Noetik Inc. – Series Seed Financing
Noetik Inc. – Series A Preferred Financing
Octant Bio, Inc. – Series B Preferred Financing
Odyssey Therapeutics, Inc.Series B Preferred Financing OnCusp Therapeutics, Inc. –Series A Preferred Financing
Perceive Biotherapeutics, Inc.Series B Preferred Financing
Perceive Biotherapeutics, Inc. - SAFE Financing
Perfuse Therapeutics, Inc. –Series A Preferred Financing
Pheast Therapeutics, Inc. –Series A Preferred Financing
Port Therapeutics, Inc. – Series Seed Preferred Financing
PrognomIQ, Inc. – Series C Preferred Financing
PrognomiQ, Inc. – Series D Preferred Financing
Proto Axiom Pty Ltd - Series A Preferred Financing
RefleXion Medical, Inc. – Series E Preferred Financing
RefleXion Medical, Inc. – Series F Preferred Financing
Recursion Pharmaceuticals, Inc. – Series D Preferred Financing
Satellite Biosciences, Inc.Series A Preferred Financing
SetPoint Medical CorporationSeries C Preferred Financing
Sherlock Biosciences, Inc. –Series B Preferred Financing
Sensei Biotherapeutics, Inc. –
Series BB Preferred Financing
Septerna, Inc. - Series A
Preferred Financing
Septerna, Inc. - Series B
Preferred Financing
SetPoint Medical Corporation –
Series B Preferred Financing
Singular Genomics Systems, Inc. – Bridge Financing
Script DNA - Series C
Preferred Financing
Spiral Therapeutics, Inc. –
Series A-4 Preferred Financing
Star Therapeutics, LLC –
Series C Preferred Financing
Thrive Earlier Detection Corp. –
Series B Preferred Financing
Volastra Therapeutics, Inc. –
Series A Preferred Financing
WindMIL Therapeutics, Inc. – Bridge Financing
Stryker Corporation (NYSE: SYK):
Negotiate Preferred Stock investments
Svelte Medical Systems, Inc.:
Multiple bridge financings
Series A Preferred Financing
Series B Preferred Financing
Series C Preferred Financing
Vestaron Corporation:
Multiple bridge financings
Series A Preferred Financing
Series B Preferred Financing
Series B-1 Preferred Financing
Series C Preferred Financing
Hostile Takeovers and Proxy Contests
Extensive experience with unsolicited takeover proposals, proxy contests for corporate control and related areas
Represented corporations in connection with complex acquisitions, and as an adviser to boards of directors regarding strategic planning, antitakeover defenses and best practices in corporate governance
Represented Daniel J. Mangless in Successful Proxy Fight with Zevra Therapeutics, Inc.’s 2023 Annual Meeting of Stockholders
Industry Concentration
Medical Device and Life Science Companies
Represented growing life science companies and medical device companies throughout the country in securing venture capital from leading domestic and international investors
Assisted life science and medical device clients in growing and entering new business lines through corporate partnerships and strategic licensing arrangements
Prior Experience
Miller, Canfield, Paddock and Stone, P.L.C., Senior Partner, 2006-2008; Associate, 2001-2005; Chairman, Venture and Technology Group; Deputy Leader, Kalamazoo Office
Varnum, Riddering, Schmidt & Howlett, LLP, Associate Attorney, 1999-2001
Utah Attorney General’s Office, Law Clerk, 1998-1999, Criminal Appeals Division
United States District Court, Judicial Extern to The Honorable Dee Benson, 1998
Utah Supreme Court, Judicial Extern to The Honorable Christine M. Durham, 1998
Awards
Listed in Chambers USA, 2014-2019, 2021-2024
Recognized in Corporate/M&A in Michigan; Chambers USA states:
“[Phillips’s] a great attorney.”
“Phillip Torrence provides great counsel and is a very cost-efficient resource.”
“He’s timely and reliable.” “Phillip is a seasoned attorney capable of handling sophisticated issues.”
“Phillip is very talented, extremely responsive and pragmatic.”
“Phillip Torrence has significant experience advising clients on corporate finance transactions, most recently in the medical device and life sciences sector.”
Clients add, “He is very well respected and he is a great lawyer” and “He is a good lawyer, he’s smart and does a good job representing his clients’ interests.”
“Phillip Torrence is called a ‘significant deal maker’ by his peers. He has a broad corporate practice and often handles transactions relating to the life sciences and financial services industries.”
“Hailed as a ‘great lawyer,’ Phillip Torrence assists clients from the life sciences, media and financial services sectors with transactional matters. His work includes representing Tronc in its acquisition of a New York City newspaper.”
“[Philip] frequently represents clients from the financial services and life sciences sectors in a range of transactions. One source describes as ‘very savvy and impressive,’ and notes that he ‘knows how to do a deal well.’”
“Phillip Torrence is based in western Michigan and has a growing reputation in the local and regional corporate and M&A market. He handles transactional matters for both public and private clients, particularly those in the financial services sector.”
“He is particularly noted for his work in the life sciences space and is described as a ‘phenomenal communicator and organizer, and a great negotiator.’”
“The ‘very talented’ Torrence is active in representing public and private companies in various industries including life sciences and financial services and is praised by sources as ‘an excellent lawyer’ who ‘gets things done.’”
Phillip Torrence
Law Bulletin Media
Leading Lawyers, Banking & Financial Institutions Law, 2017, 2023-2024
Leading Lawyers, Corporate Finance Law, 2017, 2023-2024
Leading Lawyers, Mergers & Acquisitions Law, 2017, 2023-2024
Leading Lawyers, Publicly Held Corporations Law, 2017, 2023-2024
Michigan Super Lawyers, 2009-2019
Recognized as one of the:
Top 100 Super Lawyers, 2013-2014 and 2016
Top 50 Business Super Lawyers, 2014
M&A Advisor
Recognized as one of “40 Under 40” Legal Advisors, 2014
Michigan Lawyers Weekly
Recognized as one of 25 “Leaders in the Law,” 2012
LMG Life Sciences
Recognized practitioner for Corporate, Mergers & Acquisitions, Venture Capital - 2021-2022
Venture Capital Attorney of the Year - 2022-2024 - Shortlisted nominee
The Best Lawyers in America, 2024-2025
Recognized in practice area of Mergers and Acquisitions Law