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Jul. 5, 2023

Alan F. Denenberg

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Davis Polk & Wardwell LLP

Alan F. Denenberg serves as the co-head of the firm’s Northern California office and specializes in corporate law, with a particular focus on health care and life sciences. He has worked with numerous leading companies and institutions in the fields, including Acutus Medical, Inc., Aligos Therapeutics, Inc., Bolt Biotherapeutics, Inc., Illumina, Maravai LifeSciences, Natera, Inc., NeuroPace and Sight Sciences.

In the past two years, Denenberg has advised on significant life sciences transactions, such as Maravai LifeSciences Holdings’ $1.86 billion IPO and Hillevax’s $200 million IPO. He also played a pivotal role as lead counsel in Dynamics Special Purpose Corp.’s $230 million IPO, which involved a newly incorporated special purpose acquisition company (SPAC) focused on seeking business combinations within the emerging health care value chain.

For Revolution Medicines, he served as lead counsel to the underwriters in several follow-on offerings by the precision oncology company. These offerings raised substantial amounts, including $345 million, $300 million and $264.5 million, supporting Revolution Medicines’ work in developing targeted therapies for RAS-addicted cancers. Denenberg also facilitated a $250 million at-the-market offering program for the company.

“The Revolution Medicine financings represent an example of a company developing potentially lifesaving, truly novel medicines raising the capital necessary, through good and bad markets, necessary to not only fund development of these compounds but also build a company poised for commercialization,” he said. “From a disclosure perspective, these financings strike the right combination of full disclosure and risk identification while ensuring that investors see the tremendous growth in the company’s work and its importance to humanity paired with commercial opportunity.”

Another significant matter Denenberg led as counsel involved Dynamics Special Purpose Corp.’s business combination with Senti Biosciences. This transaction valued the combined company at approximately $601 million and generated substantial proceeds through a merger and PIPE (private investment in public equity) financing.

Denenberg highlighted the tough market conditions for SPAC and biotech deals, underscoring the need for careful negotiation and flexibility to achieve successful outcomes.

“In Dynamics, we had to overcome a virtually dead market for SPAC transactions and even more so a biotech market that had declined precipitously,” he said. “We had challenges in helping the sponsor encourage PIPE investors to fulfill their financing obligations and, at the same time, convince the biotech company/merger partner to accept a reduced valuation in a very changed market. The deal involved a delicate balance of juggling expectations and legal obligations among a variety of parties — investors, company and sponsor — in a tough market that required everyone to give a little to get a deal closed and find a balance that worked for everyone involved.”

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