“He is a preeminent, go-to transactional lawyer.”Chambers USA 2021

Cheston J. Larson

San Diego
  • 12670 High Bluff Drive
  • San Diego, CA 92130
  • USA

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.

Mr. Larson 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 US Securities and Exchange Commission (SEC) disclosure and reporting requirements, Nasdaq and NYSE compliance, and executive compensation and equity incentive matters. Mr. Larson routinely counsels clients in the life sciences, software, telecommunications, and other technology industries.

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

Representative Speaking Engagements

Mr. Larson’s experience includes more than 150 venture financings, including representing:

  • 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
  • Zentalis, a clinical-stage oncology company, it its US$85 million Series C financing, with investors including Matrix Capital, Viking Global Investors, Redmile Group, Farallon Capital, Perceptive Advisors, Surveyor Capital (a Citadel company), and Eventide Asset Management
  • Neurana, developing novel, non-opioid treatments for muscle spasms, in its US$60 million Series A financing with Sofinnova Ventures, New Leaf Venture Partners, and Longitude Capital
  • Oncternal Therapeutics, focused on oncology, in its US$17 million Series C financing led by Shanghai Pharma and earlier Series A and Series B financings with angel investors
  • Neurelis, focused on neurology, in its US$40.5 million Series C financing with LYZZ Capital, HBM Healthcare Investments, and CMS Medical Venture Investment (HK) Limited, and earlier Series A and B financings
  • Bonti, a neurotoxin-focused company founded by ex-Allergan executives, in its US$12 million Series B financing led by RBV Capital, City Hill Ventures, JMCR Partners, and HighLight Capital
  • Crinetics, focused on endocrine disorders, in its US$40 million Series A financing and US$65 million Series B financing with 5AM Ventures, Versant Ventures, Vivo Capital, Perceptive, and RA Capital
  • eFFECTOR Therapeutics in its US$45 million Series A financing and US$45 million Series B financing with U.S. Venture Partners, Abingworth, Novartis Venture Funds, SR One, Altitude Ventures, Astellas Venture Management, and AbbVie Ventures
  • Zeno Pharmaceuticals in its Series A and Series B financings for undisclosed amounts
  • Zavante, a clinical-stage biopharmaceutical company, in its US$45 million Series A financing with Frazier Healthcare Partners, Longitude Capital, and Aisling Capital
  • Patara Pharma, focused on allergic and inflammatory diseases and conditions, in its US$27 million Series A financing
  • Alastin Skincare, an innovative skincare company, in several rounds of financing from angel investors
  • Conatus Pharmaceuticals, a developer of therapies for liver disease and cancer, backed by Aberdare Ventures, Advent, Bay City Capital, Gilde Healthcare, and MPM Capital
  • MeLLmo, a software company developing mobile apps, backed by Sequoia Capital

Mr. Larson’s selected IPO, public offering, and PIPE experience includes the following transactions:

  • On behalf of Issuers: Zentalis, Phathom Phama, Gossamer Bio, Crinetics, Ignyta, Zogenix, Ellipse Technologies, Ballast Point Brewing & Spirits, Exagen Diagnostics, Cytori Therapeutics, Evoke Pharma, Conatus Pharmaceuticals, Orexigen, Cadence, Somaxon, Santarus, CancerVax (MicroMet), EcoSoil
  • On behalf of investment banks: Synthorx, Equillium Bio, Cirius Therapeutics, Acadia Pharmaceuticals, Arena Pharmaceuticals, AltheaDx, Auspex, Ambit, Celladon, Clovis Oncology, Tocagen, Heron Therapeutics, La Jolla Pharmaceuticals, Retrophin, Sophiris, Optimer, ARIAD, TherapeuticsMD, Biocryst, Ardea, MannKind, Mirati, ImmunoGen, Insys, Neurocrine, Tracon Pharma, Trius, Seattle Genetics, Genoptix, HTG Molecular, Heron Therapeutics

Mr. Larson’s merger, acquisition, divestiture, or other exit experience includes representing:

  • Ignyta in its US$1.7 billion sale to Roche
  • 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
  • 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 US$100 million sale to Anheuser-Busch
  • 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
  • Vivendi Universal, in several M&A transactions involving internet music businesses, including MP3.com and EMusic
  • Hitachi Home Electronics in a variety of asset divestitures
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