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12.11.24
Wilson Sonsini Advises Nvelop Therapeutics on IP Matters Related to Merger with Chroma
On December 11, 2024, Chroma Medicine and Nvelop Therapeutics announced their merger and subsequent launch of nChroma Bio, a pioneering biotechnology company redefining the future of in vivo targeted genetic medicine to treat a wide array of diseases and bring cures to patients. nChroma also completed a $75 million financing round led by Cormorant Asset Management, ARCH Venture Partners, Atlas Venture, and Newpath Partners. Wilson Sonsini Goodrich & Rosati advised Nvelop on intellectual property matters related to the transaction.
News Articles
5.24.24
Wilson Sonsini Sponsors National Inventors Hall of Fame Induction Ceremony
On May 9, 2024, the National Inventors Hall of Fame held its annual Induction Ceremony in Washington, D.C., to celebrate the latest class of inductees who have made exceptional contributions to society. Wilson Sonsini Goodrich & Rosati was a visionary sponsor of the event, which was hosted in partnership with the United States Patent and Trademark Office. Sir Shankar Balasubramanian, founder of Solexa (acquired by Illumina in 2007) and firm client Biomodal, was honored among the 2024 inductees. Numerous Wilson Sonsini patents and innovation practitioners were in attendance, including partners Vern Norviel, Lou Lieto, Ali Alemozafar, and Derrick Rowe; senior patent counselor Bruce Kisliuk; and senior counsel Jeff Seidel, as well as chief licensing advisor Kathy Ku.
Client Highlights
9.25.23
Wilson Sonsini Advises Applied Molecular Transport Inc. in its Sale to Cyclo Therapeutics
On September 21, 2023, Cyclo Therapeutics, Inc., a clinical-stage biotechnology company focused on developing transformative therapies for rare and neurological diseases with limited treatment options, and Applied Molecular Transport Inc. (AMT), a biopharmaceutical company, announced that the companies have entered into a definitive agreement pursuant to which AMT will merge with Cyclo Therapeutics in an all-stock transaction. Wilson Sonsini Goodrich and Rosati is advising AMT on the transaction.
Client Highlights
8.29.23
Wilson Sonsini Represents Thorne HealthTech in Sale to L Catterton
On August 28, 2023, Thorne HealthTech, Inc., a leader in delivering innovative solutions for a personalized approach to health and wellness, announced that it has entered into a definitive agreement under which L Catterton, a leading global consumer-focused investment firm, will commence a tender offer to acquire all outstanding shares of common stock of Thorne for $10.20 per share in cash. The transaction value of approximately $680 million represents a 94 percent premium to the unaffected closing share price on July 20, 2023, and a 113 percent premium to the 30-day volume weighted average price as of the unaffected date of July 20, 2023. Thorne's independent Special Committee and board of directors have each unanimously approved the agreement and recommend that Thorne’s stockholders tender their shares into the tender offer. Wilson Sonsini Goodrich & Rosati represented Thorne and the Special Committee of the board of directors in the transaction.
The transaction is expected to be completed in the fourth quarter of 2023, subject to customary closing conditions. Subject to the terms and conditions of the agreement, following the completion of the tender offer, L Catterton will acquire any shares of Thorne that are not tendered in the tender offer through a second-step merger for $10.20 per share in cash. Upon completion of the transaction, Thorne will become a privately held company and its shares of common stock will no longer be listed on any public market.
The Wilson Sonsini team that represented Thorne and the Special Committee of the board of directors includes:
The transaction is expected to be completed in the fourth quarter of 2023, subject to customary closing conditions. Subject to the terms and conditions of the agreement, following the completion of the tender offer, L Catterton will acquire any shares of Thorne that are not tendered in the tender offer through a second-step merger for $10.20 per share in cash. Upon completion of the transaction, Thorne will become a privately held company and its shares of common stock will no longer be listed on any public market.
The Wilson Sonsini team that represented Thorne and the Special Committee of the board of directors includes:
Client Highlights
4.01.21
Firm Advises Applied Molecular Transport on $105 Million Public Offering
On March 31, 2021, Applied Molecular Transport (AMT), a clinical-stage biopharmaceutical company leveraging its proprietary technology platform to design and develop a pipeline of novel biologic product candidates to treat autoimmune, inflammatory, metabolic, and other diseases, announced the pricing of an underwritten public offering of 2,500,000 shares of its common stock at a public offering price of $42.00 per share. All of the shares of common stock are being offered by AMT. Wilson Sonsini Goodrich & Rosati is advising AMT on the transaction.
AMT has granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to AMT from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by AMT, are expected to be $105 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on April 6, subject to the satisfaction of customary closing conditions.
The Wilson Sonsini team advising AMT on the transaction includes:
AMT has granted the underwriters a 30-day option to purchase up to an additional 375,000 shares of its common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to AMT from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by AMT, are expected to be $105 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on April 6, subject to the satisfaction of customary closing conditions.
The Wilson Sonsini team advising AMT on the transaction includes:
Client Highlights
6.09.20
Wilson Sonsini Advises Applied Molecular Transport in $177 Million IPO
On June 9, 2020, Applied Molecular Transport (AMT), a clinical-stage biopharmaceutical company, announced the closing of its initial public offering of 12,650,000 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase up to 1,650,000 additional shares, at a public offering price of $14.00 per share. The aggregate total gross proceeds to AMT from the offering were $177.1 million, before deducting underwriting discounts and commissions and other offering expenses. All of the shares in the offering were offered by AMT. AMT's common stock began trading on the Nasdaq Global Select Market on June 5, 2020, under the ticker symbol “AMTI."
Alerts
12.12.16
USPTO Updates Patent Examiners on Recent Subject Matter Eligibility Decisions
On November 2, 2016, the U.S. Patent and Trademark Office (USPTO) issued a memorandum ("November 2016 Memo")1to its patent examiners, updating them on recent subject matter eligibility decisions from the U.S. Court of Appeals for the Federal Circuit. The memorandum indicates that the USPTO's basic subject matter eligibility framework remains unchanged, but notes that recent Federal Circuit decisions provide additional information on how to evaluate subject matter eligibility. Although the main Federal Circuit cases discussed in the November 2016 Memo, McRO, Inc. dba Planet Blue v. Bandai Namco Games America Inc.2and BASCOM Global Internet Services v. AT&T Mobility LLC,3relate to software patents, principles from the cases should be applicable to evaluation of other types of claimed subject matter, including biotechnology.
Alerts
7.25.16
Federal Circuit Holds Claims to Cell Freezing Methods to Be Patent-Eligible
On July 5, 2016, the Federal Circuit held that claims reciting methods for cryopreserving hepatocytes in U.S. Patent No. 7,604,929 ("the '929 patent") are eligible for patenting.1 The decision vacated a lower court's holding that the claims are invalid because they are directed to a patent-ineligible "law of nature" and that the patented process lacks an inventive concept.2 A United States Patent and Trademark Office (USPTO) memorandum to patent examiners indicated that the case provides clarification on the inquiry for subject matter eligibility determinations.3 The case also provides guidance to patent applicants claiming subject matter in the biological sciences.