Cheston J. Larson

cheston.larson@lw.com

+1.858.523.5435

Profile

Cheston Larson’s practice covers a broad range of general corporate matters, including counseling public and privately-held companies, as well as representing venture capital and investment banking firms, in private and public financing transactions.

Cheston advises clients on the formation of new businesses and their capital raising transactions, spanning the spectrum from angel and venture financings to IPOs, follow-on offerings, PIPEs, and debt financings. He also represents clients in mergers and acquisitions and other strategic transactions, as well as SEC disclosure and reporting requirements, Nasdaq and NYSE compliance, and corporate governance matters. Cheston routinely counsels clients in the life sciences, software, telecommunications, cleantech, and other technology industries.

Cheston is a frequent speaker on IPO and securities law-related topics.

In law school, Cheston was an editor of the Harvard Law Review and worked for the SEC’s Enforcement Division as part of Harvard's Clinical Practice Program.

Experience

Cheston's experience includes more than 300 venture and crossover financings, including the representation of:

Mirador Therapeutics, focused on precision medicines for immune-related diseases, in its US$400 million Series A financing from ARCH Venture Partners, OrbiMed, Fairmount, Fidelity, and Sanofi, among others
Timberlyne Therapeutics, focused on autoimmune disorders, in its US$180 Million Series A financing led by Abingworth, Bain Capital, and Venrock
BlueWater Bio in its US$30 million Series A financing led by Frazier Healthcare and Versant
Callio Therapeutics in its US$187 million Series A financing led by Frazier Life Sciences, Jeito Capital, Novo Holdings A/S, Omega Funds, ClavystBio, Platanus, Norwest, Pureos Bioventures, SEEDS Capital and EDBI
NiKang Therapeutics, a clinical-stage small molecule oncology company, in its US$200 million Series C financing, led by Cormorant, HBM Healthcare, and Octagon with participation from EcoR1, Perceptive, Wellington, Ally Bridge, Pavilion, BlackRock, RA Capital, Surveyor, Samsara, PFM, Invus, Janus, and Logos Capital
Pathalys Pharma, a late-stage biopharma company co-founded by Catalys Pacific and DaVita Venture Group, in its US$150 million Series A and clinical co-development financing, with Launch Tx, Abingworth, Carlyle, OrbiMed, Catalys Pacific, and DaVita Venture Group
Mainstay Medical Holdings, a medical device company commercializing ReActiv8® Restorative Neurostimulation, in its US$125 million private financing led by Gilde Healthcare and Viking Global Investors with participation from Ally Bridge, Sofinnova Partners (Crossover Fund), Fountain Healthcare, and Perceptive
CG Oncology, an oncolytic immunotherapy company focused on developing novel therapeutics for patients with urologic cancers, in its US$120 million Series E financing, co-led by ORI Capital, Longitude Capital, and Decheng Capital, with participation from RA Capital Management, Acorn Bioventures, Malin Corporation, Ally Bridge Group, and Senora Capital
Mineralys Therapeutics, focused on hypertension therapies, in its US$118 million Series B financing led by RA Capital and Andera Partners and earlier US$40 million Series A financing led by HBM Healthcare Investments, Samsara BioCapital, Adam Street Partners, and Catalys Pacific
Boundless Bio, a precision oncology company, in its US$105 million Series B financing, led by Nextech Invest and RA Capital Management, with participation from Fidelity, Redmile Group, Wellington Management, Surveyor Capital, PFM Health Sciences and Logos Capital, and other existing investors
Zerigo Health, which delivers the only connected light therapy solution for treating chronic skin conditions at home or on the go, in its US$43 million Series B financing with 7wireVentures, SV Health Investors, H.I.G. Capital, and Bluestem Capita, General Catalyst, Dragoneer, Cigna Ventures, Leverage Health Solutions, and Leaps by Bayer
Icosavax, a vaccine development company, in its US$100M Series B financing with RA Capital Management, Janus Henderson Investors, Perceptive Advisors, Viking Global Investors, Cormorant Asset Management, Omega Funds, Surveyor Capital, Qiming Venture Partners USA, Adams Street Partners, Sanofi Ventures, and ND Capital
Erasca, whose mission is to erase cancer, in its US$236 million Series B financing, with investors including ARCH Venture Partners, Cormorant, Partner Fund Management, OrbiMed, DBI, Invus, Terra Magnum, and City Hill Ventures, as well as the company’s earlier US$64 million Series A financing
Molecular Assemblies, developing an enzymatic DNA synthesis technology, in its US$26 Million Series B financing from Casdin Capital, Agilent Technologies, iSelect Fund, Codexis, LYFE Capital, and Argonautic Ventures, and earlier US$24 million Series A financing
Neurelis, focused on neurology, in its US$40.5 million Series C financing with LYZZ Capital, HBM Healthcare Investments, CMS Medical Venture Investment (HK) Limited, and earlier Series A and B financings
Alastin Skincare, an innovative skincare company, in several rounds of financing from angel and private equity investors

Cheston's selected IPO and other public offering experience includes the following:

Representing the company: CG Oncology, Boundless Bio, Mineralys, HilleVax, Prometheus Biosciences, Icosavax, Erasca, Tyra Biosciences, Zentalis Pharmaceuticals, Avidity Biosciences, Phathom Pharma, Gossamer Bio, Crinetics, Ignyta, Zogenix, Ellipse Technologies, Ballast Point Brewing & Spirits, Exagen Diagnostics, Evoke Pharma, Conatus Pharmaceuticals, Orexigen, Cadence, Somaxon, Santarus, CancerVax (MicroMet), EcoSoil
Representing the investment banks: Structure Therapeutics, Longboard Pharmaceuticals, ImmunoGen, Iovance Biotherapeutics, Synthorx, Equillium Bio, Mirati Therapeutics, Neurocrine, Halozyme, Heron Therapeutics, Travere Therapeutics, Poseida Therapeutics, Clovis Oncology, CareDx, Acadia Pharmaceuticals, Arena Pharmaceuticals, Rigel Pharmaceuticals, AltheaDx, Auspex, Ambit, Celladon, La Jolla Pharmaceuticals, Sophiris, Optimer, ARIAD, BioCryst, Ardea, Trius, Seattle Genetics, Genoptix, HTG Molecular

Cheston's merger, acquisition, divestiture, or other exit experience includes representing:

Prometheus in its US$10.8 billion sale to Merck
Zogenix in its US$1.9 billion sale to UCB, S.A
Ignyta in its US$1.7 billion sale to Roche
Icosavax in its US$1.1 billion sale to AstraZeneca
Alastin Skincare in its sale to Galderma for an undisclosed amount
Cadence Pharmaceuticals in its US$1.4 billion sale to Mallinckrodt plc
Ballast Point Brewing & Spirits in its US$1.0 billion sale to Constellation Brands and related spin-out of Cutwater Spirits
Skrewball Whiskey in the sale of a majority stake to Pernod Ricard
Ellipse Technologies in its sale to NuVasive for proceeds of up to US$410 million
Elevation Pharmaceuticals in its sale to Sunovion for proceeds of up to US$430 million
SkinMedica in its sale to Allergan for proceeds of up to US$350 million and related spinout of Colorescience
Bonti in its sale to Allergan for an up-front payment of US$195 million
Cutwater Spirits in its sale to Anheuser-Busch for an undisclosed amount
Zavante Therapeutics in its sale to Nabriva plc for up-front stock-for-stock consideration and up to US$97.5 million in regulatory and commercial milestones
Agility Clinical in its sale to Precision Medicine Group for proceeds of up to US$46 million
Neurelis in its acquisition of Aegis Therapeutics, a proprietary drug-delivery technology company, for an undisclosed amount
Ignyta in its acquisition of oncology research and development programs from Cephalon/Teva
Prometheus Laboratories in its sale to Nestle Health Sciences and earlier acquisition of Lotronex® from GlaxoSmithKline and cancer diagnostics from Rosetta Genomics
Provide Commerce (proflowers.com) in its acquisitions of RedEnvelope.com and Shari’s Berries, and earlier US$477 million sale to Liberty Media Corp
Advantar Laboratories in its sale to Eurofins Scientific
Management of Bumble Bee Seafoods in a leveraged buyout from ConAgra Foods
Conatus Pharmaceuticals in its acquisition of a subsidiary from Pfizer
Proprius Pharmaceuticals in its sale to Cypress Biosciences
Cadence Pharmaceuticals in its option to acquire Incline Therapeutics