Joe is co-chair of the firm’s Emerging Companies practice. He has executed hundreds of key financings, mergers and acquisitions, and initial public offering transactions for companies and investors at every stage of the business life cycle. He represents startup and publicly held technology, life sciences, and consumer companies as well as venture capital funds,...
private equity funds, and investment banks in seed and venture financings, mergers and acquisitions, IPOs, and other public offerings. He has led hundreds of venture and strategic financing transactions, dozens of merger, acquisition, and disposition transactions, and scores of IPOs and follow-on public offerings.
Joe also serves as outside general counsel for numerous companies, assisting them with everything from day-to-day business transactions to multinational strategic alliance transactions, including technology and distribution partnerships and joint ventures. He focuses on representing clients involved in high-growth sectors and has experience with a vast number of industries, including adtech, aerospace, AI, biotech, blockchain, cleantech, consumer, cryptocurrency, digital media, direct-to-consumer, e-commerce, edge computing, enterprise software, energy, Internet of Things, FinTech/financial services, life sciences, medical device, mobile, semiconductor, software, and telecommunications.
Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.
- Microshare—Seed, Series A & later financings: Represented Microshare in a $7.5 million Series A financing, a $15 million loan & warrant financing by Avenue Capital Sustainable Solutions Fund, a strategic investment by Semtech Corporation (SMTC: NASDAQ), a seed round financing led by Kerlink SA (ALKLA: EPA), and a seed round led by Motley Fool Ventures. Microshare deploys its EverSmart suite of smart building solutions at scale around the world to companies like GlaxoSmithKline, Aramark and Rent-A-Center in order to bring safety, wellness, cost savings, and sustainability data to its clients' real estate assets.
- Cresilon—Seed, Series A and later financings: Represented Cresilon in $45 million of preferred stock and warrant financings with Paulson Investment Company acting as placement agent. Previously closed $13.6 million in preferred stock, convertible note and warrant, and convertible note financings on behalf of Cresilon. Brooklyn-based Cresilon provides a hemostatic solution that supports the natural clotting process to address applications requiring rapid hemorrhage control, such as surgery, trauma, military, and veterinary, among others.
- Paragon Space Development Corporation—Acquisition: Represented Paragon Space Development Corporation, a leading provider of environmental controls for human space programs and other extreme environments, in its acquisition of Final Frontier Design, which develops and manufactures next generation space suits for the space industry.
- The Good Face Project—Seed round: Represented The Good Face Project, which powers clean beauty brands with ingredient research, product development, go-to-market and growth strategies, in a $5.65 million seed preferred financing led by VMG Partners with participation from Chanel, Redo Ventures and Spark Growth Ventures.
- RentRedi—Series A financing: Represented RentRedi, which provides an all-inclusive landlord-tenant app with everything you need as a DIY landlord, in a $12 million Series A financing led by K5 Private Investors, L.P., a Manhattan beach private equity fund with participation from RiverPark Ventures III, L.P. and Tribeca Early Stage partners, L.P.
- Acronym Venture Capital—Seed round: Represented Acronym Venture Capital, a late seed/Series A focused venture capital fund, as the lead investor in a $2 million seed preferred financing of Ingest AI Corp, with participation from SOSV IV LLC, Branded Hospitality Venture Fund II LLC, Revelry Venture Partners, and others.
- Marqii—Seed round: Represented Austin-based Marqii, a platform increasing the efficiency of restaurants’ digital operations, in $4 million of seed preferred financings led by Highgate Ventures, Acronym Ventures and CEAS Investments
- SafeKeep—Acquisition: Represented SafeKeep, Inc., an insurtech company which provides an enterprise platform that uses AI to speed and improve subrogation management across auto, property, workers’ compensation, and other insurance lines of business, in its sale to CCC Intelligent Solutions, Inc. (CCCS: NYSE), a provider of a SaaS platform for the property/casualty insurance industry.
- Alleyoop — Seed round: Closed an $8 million series seed-preferred stock financing for L.A.-based Alleyoop led by Trail Mix Ventures, SwiftArc Ventures, Trail Mix Ventures and Wavemaker Partners. Alleyoop is a beauty and personal-care brand, specializing in multi-functional, efficient beauty and body products cleverly designed to simplify self-care routines on the go.
- iPill—Seed round: Represented Los Angeles-based iPill, an opioid pill dispenser designed to regulate pill distribution according to a patient’s prescription, to close its $5 million seed round.
- Deep Channel—Seed round: Represented Brooklyn-based Deep Channel, which provides tools for big data professionals, in its $5 million seed preferred stock financing.
- Repay Platform—Seed round: Represented Toronto, Ontario-based insurtech company Relay Platform, a SaaS solution that helps brokers and underwriters place large insurance and reinsurance business better and faster across P&C lines, close on a $5 million seed preferred stock financing led by Drive Capital, with participation from Highline Beta, NFP Ventures and others.
- API Fortress—Merger: Represented API Fortress in its merger with Sauce Labs Inc. in exchange for stock and cash. NYC-based API Fortress’s platform allows companies to fully automate the testing of their application programming interfaces (APIs) with automated test generation, an intuitive collaboration interface, and deployment validation to catch problems before customers or partners do. Sauce Labs is the leading provider of continuous cloud-based testing solutions for mobile and web applications.
- Adway—Seed rounds: Closed two seed-preferred stock financing rounds of Adway led by Upfront Ventures. L.A.-based Adway has developed an on-car advertisement platform using digital projection that connects drivers and brands to create powerful, flexible, and targeted media campaigns.
- Safe Health Systems—Financing: Represented Safe Health Systems, Inc. (SHS) in a seed preferred stock financing led by the Mayo Foundation for Medical Education and Research (the Mayo Clinic) and The Safe Group, Inc. (TSG). SHS was formed as a strategic collaboration between the Mayo Clinic, TSG, and its founder to dramatically reduce the cost of low-complexity care and commodity diagnostics at mass scale. Through its proprietary technology platform, SHS intends to improve access to efficient, affordable treatment for common medical conditions, including diagnostic testing, tracking of lab results and proof of vaccine administration in support of the COVID-19 new normal.
- Breonics—Financing: Completed a convertible note financing of Breonics by Fischli Venture Partners. NY-based Breonics has developed a new and innovative technology called Exsanguinous Metabolic Support (EMS), which enables the continued function of organs and tissues outside the human body from within minutes of death to a window of several hours postmortem. EMS radically broadens the criteria for kidney donors to include the huge cohort of patients who die every year and were previously not considered for donation.
- MedicaSafe—Financing: Represented MedicaSafe in a series B2 preferred stock and warrant financing. MedicaSafe specializes in creating technology to manage high-risk medications. Its first product focuses on addressing the opioid epidemic by targeting treatment compliance, limiting diversion, and giving peace of mind to prescribers through insight into patient behaviors.
- Quake Capital—Venture fund formation and investments: Closed six separate venture funds on behalf of Quake Capital and assisted these funds in making, monitoring, and disposing of their investments. Quake Capital is an agnostic early stage venture capital fund with a growth accelerator located in Austin, Berlin, New York City, Los Angeles, and Seattle.
- MedStartr Ventures—Fund formation and investments: Closed two venture funds on behalf of MedStartr Ventures and assisted these funds in making, monitoring, and disposing of their investments. MedStartr Ventures invests in early stage private companies in the healthcare sector selected by a community of healthcare stakeholders (patients, doctors, partners, institutional leaders, and investors) at corporate-sponsored pitch events, on the MedStartr crowdfunding site and otherwise.
- Encell Technology—Financings, Spin Out of Division, International Commercial Deals: Closed over $45 million in convertible note and Series C-1 preferred stock financings led by Capricorn Investment Group, the disposition of a software division, and international commercial agreements on behalf of Encell Technology, which provides fused iron batteries and microgrid and grid edge energy storage solutions.
- Ticketsocket—Financings, International Joint Ventures, Commercial Deals: Completed revenue-based borrowings, international joint ventures in Korea, Mexico, and the Nordic countries, numerous commercial agreements, privacy compliance programs, and a seed preferred stock financing led by Stephens Boxpoint on behalf of Ticketsocket, which provides white label ticketing, registration, and related services for many name-brand events.
- Emerald Cactus Ventures—Stock-for-cash acquisition: Completed the sale of Emerald Cactus Ventures to Avast Software s.r.o. in a stock-for-cash transaction. Represented ECV, which is a developer and marketer of Tenta, a private and encrypted mobile browser with built-in VPN, decentralized DNS capabilities (e.g., to access blockchain protocols), ad blocker, video downloader, encrypted media vault, and other advanced security and privacy features.
- Top Flight Technologies—Financings: Closed a Series A and later financings led by Translink Capital, ff Venture Capital and Scrum Ventures, and subsequent convertible note financings led by Hyundai Motor Company and others, on behalf of Top Flight Technologies, a lead provider of hybrid energy power systems that extend flight times and allow heavier payloads for commercial Unmanned Aerial Vehicles, enabling disruptive and new business solutions for customers in aerospace, transportation, agriculture, and other industries.
Additional Mergers and Acquisitions
- Represented RTI Surgical (RTIX) in its acquisition of Tutogen, Inc. (TTG) for approximately $263 million in stock.
- Represented Impella Cardiosystems AG in its acquisition by ABIOMED (ABMD) for $70 million in cash.
- Represented Monster Worldwide (MWW) in the sale of its global Yellow Pages division to Audax Group for $80 million in cash.
- Represented eSpotting, Inc. in its acquisition by Findwhat.com, Inc. (FWHT) for $275 million in stock.
- Represented Sterling Investment Partners, Falconhead and Wexford leading private equity funds in over $475 million of acquisitions and dispositions.
- Represented Universal Health Services (UHS) in over $150 million of hospital and healthcare center acquisitions.
- Represented Criterion Capital Group in its acquisition of Bebo, Inc. from AOL, Inc. (AOL).
- Represented H Power in its merger with Plug Power for $45.4 million in stock.
- Represented the Baan Company (BAANF) in the U.S. and Europe in its acquisition for €762 million in cash by Invensys PLC.
Additional Venture and Strategic Financings
- Data Gran in $3.5 million of preferred stock financings by Quake Capital and others.
- Protecht in $5 million of venture debt and convertible note financings by Western Technology Investment, Connected VC, Stevens Boxpoint and others.
- Vestorly in a $8.5 million preferred stock financing by Richmond Global Ventures, Sigma Prime Ventures, Gaspar Ventures and others.
- Infinio in its $13.6 million preferred stock financing by Highland, Bessemer, Lightspeed and others.
University of Southern California Gould School of Law,
- Southern California Interdisciplinary Law Journal, Southern California Law Review, Managing Articles Editor
University of California, Berkeley,