Photo of Phillip D. TorrencePhoto of Phillip D. Torrence

Phillip D. Torrence

Partner
Office Co-Managing Partner, Kalamazoo
Member, Executive Committee
Member, Board of Directors

Education

University of Utah, J.D.
  • William H. Leary Scholar
  • Moot Court Competition
Hope College, B.A.
  • Washington Honors Semester
  • Phi Sigma Alpha

Admissions

Overview
Experience
Recognition
News & Resources

Overview

Phil focuses his practice on representing private and public companies in a broad range of corporate and securities law matters. He has a dynamic corporate law practice with particular emphasis on public and private securities offerings, growth equity and venture capital transactions, private equity transactions, public and private mergers and acquisitions and dispositions.

Phil also regularly counsels boards of directors on corporate governance, fiduciary duty, corporate control and other strategic matters.

Phil is known for working closely with his clients as an integral part of the management team in setting strategic direction, and structuring and negotiating mission-critical transactions. His combination of business and legal experience covers the full spectrum of transactions and issues facing public and private companies in a wide range of industries. He has led hundreds of M&A transactions, both domestic and international, involving billions of dollars in trade value in a wide variety of industry sectors.

The strength of Phil's practice is in its high-profile variety – he purposely keeps a mix of cutting-edge public, private, buy-side, sell-side and multi-industry clients. In addition to Phil’s focus on mergers and acquisitions, he also regularly counsels takeover and activist defense, joint ventures, strategic equity investments and founder/management teams. Phil enjoys his regular advisory role with boards of directors and special committees regarding corporate governance, proxy contests and shareholder activism.

Phil advises emerging growth companies backed by venture capital and private equity firms on all corporate, transactional and financing matters. He has extensive experience in corporate finance and capital raising transactions, including initial public offerings, primary and secondary offerings, Rule 144A private placements, private equity financings and recapitalizations, and debt and preferred stock financings.

Phil’s practice has a long-history of forming new companies and preparing them for investments, negotiating those investments and preparing and effecting an eventual sale or initial public offering. He regularly assists and advises companies managing and mitigating risk involved in growth, securing venture capital investments, borrowing venture debt, and protecting and licensing technology from commercial and academic licensors.

Phil has provided counsel on every type of transaction, as well as throughout the stages of each transaction.  Phil keeps current on emerging industry trends, regularly advises companies and investors on alternative financing structures, reviews and negotiates financing documents with liquidity events in mind.

Phil also regularly counsels boards of directors of public companies on corporate governance issues, fiduciary duty matters (both generally and in the M&A context), compliance with the U.S. federal securities laws, and compliance with the listing standards of NASDAQ and the New York Stock Exchange.

Experience

Representative Matters

Select Exchange Act Reporting Matters and Securities Offerings

  • Gemphire Therapeutics Inc. (Nasdaq: GEMP)
    • August 2016 Initial Public Offering
    • 34’ Act Reporting Matters
    • March 2017 $12.5 million PIPE
    • July 2017 $15 million loan with Silicon Valley Bank
    • February 2018 $22 million CMPO
    • December 2019 Reverse Merger Transaction with NeuroBo Pharmaceuticals, Inc.
  • Helius Medical Technologies, Inc. (Nasdaq: HSDT)
    • 34’ Act Reporting Matters
    • October 2020 $3.4 million PIPE
    • January 2021 $9.59 million underwritten public offering
    • September 2021 $15 million Equity Line of Credit
  • NeruoBo Pharmaceuticals, Inc. (Nasdaq: NRBO)
    • 34’ Act Reporting Matters
    • January 2021 $10 million PIPE
    • October 2021 $14 million Registered Direct Financing and PIPE
  • NeuroOne Medical Technologies Corporation (Nasdaq: NMTC)
    • July 2017 Reverse Merger Transaction with Original Source Entertainment, Inc.
    • 34’ Act Reporting Matters
    • August 2017 Convertible Note and Warrant Financing
    • October 2017 Convertible Note and Warrant Financing
    • July 2018 PIPE
    • November 2018 PIPE
    • January 2019 PIPE
    • October 2019 PIPE
    • November 2019 Convertible Note and Warrant Financing
    • April 2020 Convertible Note and Warrant Financing
    • July 2020 Development and Distribution Agreement with Zimmer, Inc.
    • July 2020 PIPE
    • January 2021 $12.5 million PIPE
    • May 2021 Up-Listing to The Nasdaq Capital Market
    • October 2021 CMPO
  • Nuwellis, Inc. (Nasdaq: NUWE)
    • 34’ Act Reporting Matters
    • January 2013 $25 million Equity Line of Credit
    • April 2013 $13.1 million CMPO
    • September 2013 $46 million CMPO
    • March 2014 $40 million ATM
    • February 2015 $10 million loan with Silicon Valley Bank
    • July 2016 PIPE
    • August 2016 Asset Acquisition of Aquadex™ FlexFlow product from Gambro UF Solutions, Inc., an indirect subsidiary of Baxter International Inc.
    • July 2016 Registered Direct Financing and PIPE
    • October 2016 Registered Direct Financing and PIPE
    • April 2017 underwritten $9.2 million common stock and warrant financing
    • November 2017 underwritten $18 million common stock and warrant financing
    • January 2018 $4.1 million CMPO
    • March 2019 underwritten $10.8 million common stock and warrant financing
    • October 2019 Registered Direct Financing
    • November 2019 Registered Direct Financing
    • January 2020 underwritten $8.6 million common stock and warrant financing
    • March 2020 Registered Direct Financings
    • May 2020 Registered Direct Financing
    • August 2020 underwritten $12.4 million common stock and warrant financing
    • March 2021 $18.1 million CMPO
    • September $10 million CMPO
  • Ocuphire Pharma, Inc. (Nasdaq: OCUP) 
    • 34’ Act Reporting Matters
    • November 2020 Revere Merger Transaction with Rexahn Pharmaceuticals, Inc. and Concurrent PIPE Financing
    • March 2021 $40 million ATM
    • June 2021 $12 million Registered Direct Financing
  • WideOpenWest, Inc. (NYSE: WOW)
    • April 2013 A/B Exchange Offer for $725 million aggregate principal amount of outstanding 10.250% senior notes due 2019 and $295 million aggregate principal amount of outstanding 13.375% senior subordinated notes due 2019
    • 34’ Act Reporting Matters
    • Various Acquisitions and Divestitures

Select Mergers and Acquisitions Matters

  • Venture Capital Backed Sales: Represented numerous venture capital-backed companies in the life sciences and medical device sector in connection with their sales to strategic acquirers.
  • Closely-Held Business Sales: Represented numerous owners of privately owned businesses in connection with their sales to private equity-backed companies and strategic acquirers involving billions of dollars in trade value.
  • Public Company Acquisitions/Sales:  Represented numerous publicly traded companies in connection with sale process and related sale and acquisition transactions.
  • Going Private Transactions: Represented issuers, sponsors and management teams in connection with going private transactions.
  • Pacific Avenue Capital Partners, LLC:  Represented PACP in numerous acquisitions and divestitures.
  • Stryker Corporation (NYSE: SYK): Represented Stryker in numerous acquisitions and divestitures.
  • Tribune Publishing Company (NYSE: TPCO): Represented Tribune in numerous acquisitions and divestitures.

Select Venture Capital Financing Transactions

  • Ablative Solutions, Inc.: 
    • Multiple bridge financings;
    • Series A Preferred Financing;
    • Series B Preferred Financing;
    • Series C Preferred Financing; and 
    • Series D Preferred Financing
  • Angel Medial Systems, Inc.: 
    • Series A Preferred Financing; and
    • Bridge Financing
  • Aseko, Inc.:
    • Multiple bridge financings;
    • Series A Preferred Financing;
    • Series B Preferred Financing;
    • Series C Preferred Financing;
    • Series D Preferred Financing;
    • Series E Preferred Financing;
    • Series F Preferred Financing;
    • Series G Preferred Financing;
    • Series H Preferred Financing; and
    • Series I Preferred Financing
  • BioStar Ventures: Investments in the following:
    • Amplitude Vascular Systems, Inc. – Series A Preferred Financing
    • Olympic Ophthalmics, Inc. – Series A-1 Preferred Financing and Bridge Financing
    • Senseonics Holdings, Inc. (Nasdaq: SENS) – PIPE Financing
    • Greenbrook TMS Inc. (Nasdaq: GBNH/TSX: GTMS) – PIPE Financing
  • Bryn Pharma, LLC:
    • Series 3 Preferred Unit Financing; and
    • Series 4 Preferred Unit Financing
  •  Catalio Capital Nexus Funds: Investments in the following:
    • Boost NeuroScience, Inc. – Bridge Financing
    • Boost Neuroscience, Inc. - Series Seed Preferred Financing
    • Cambrian BioPharma, Inc. – Series B Preferred Financing
    • Celsius Therapeutics, Inc. - Series C Preferred Financing
    • eGenesis, Inc. – Series C Preferred Financing
    • Entos, Inc. – Series A Preferred Financing
    • Faze Medicines, Inc. – Series A Preferred Financing
    • Fractyl Laboratories, Inc. – Series F Preferred Financing
    • Freenome Holdings, Inc. – Series C Preferred Financing
    • Immunai Inc. – SAFE financing
    • LifeSprout, Inc.- Series A Preferred Financing
    • manaT Bio, Inc. – Bridge financing
    • Perfuse Therapeutics, Inc. – Series A Preferred Financing
    • Recursion Pharmaceuticals, Inc. – Series D Preferred Financing
    • Sensei Biotherapeutics, Inc. – Series BB Preferred Financing
    • SetPoint Medical Corporation – Series B Preferred Financing
    • Singular Genomics Systems, Inc. – Bridge Financing
    • Script DNA - Series C Preferred Financing
    • Thrive Earlier Detection Corp. – Series B Preferred Financing
    • Volastra Therapeutics, Inc. – Series A Preferred Financing
    • WindMIL Therapeutics, Inc. – Bridge Financing
  • CrossLiner, Inc.:
    • Series A Preferred Financing;
    • Series A-1 Preferred Financing; and
    • Bridge Financing
  • Stryker Corporation (NYSE: SYK):
    •  Negotiate Preferred Stock investments.
  • Svelte Medical Systems, Inc.:
    •  Multiple bridge financings;
    • Series A Preferred Financing;
    • Series B Preferred Financing; and
    • Series C Preferred Financing
  • Vestaron Corporation:
    • Multiple bridge financings;
    • Series A Preferred Financing;
    • Series B Preferred Financing; and
    • Series B-1 Preferred Financing.

Hostile Takeovers and Proxy Contests

  • Extensive experience with unsolicited takeover proposals, proxy contests for corporate control and related areas
  • Represented corporations in connection with complex acquisitions, and as an adviser to boards of directors regarding strategic planning, anti-takeover defenses and best practices in corporate governance

INDUSTRY CONCENTRATION

Medical Device and Life Science Companies

  • Represented growing life science companies and medical device companies throughout the country in securing venture capital from leading domestic and international investors
  • Assisted life science and medical device clients in growing and entering new business lines through corporate partnerships and strategic licensing arrangements

Prior Experience

  • Miller, Canfield, Paddock and Stone, P.L.C., Senior Partner, 2006-2008; Associate, 2001-2005; Chairman, Venture and Technology Group; Deputy Leader, Kalamazoo Office
  • Varnum, Riddering, Schmidt & Howlett, LLP, Associate Attorney, 1999-2001
  • Utah Attorney General’s Office, Law Clerk, 1998-1999, Criminal Appeals Division
  • United States District Court, Judicial Extern to The Honorable Dee Benson, 1998
  • Utah Supreme Court, Judicial Extern to The Honorable Christine M. Durham, 1998

Recognition

Awards

  • Listed in Chambers USA: America's Leading Lawyers for Business, 2014-present
    • Recognized as one of America's leading lawyers in the Corporate/M&A field; Chambers USA states:
      • 2021 - "Phillip Torrence has significant experience advising clients on corporate finance transactions, most recently in the medical device and life sciences sector." Clients add, "He is very well respected and he is a great lawyer" and "He is a good lawyer, he's smart and does a good job representing his clients' interests."
      • 2019 - "Phillip Torrence is called a 'significant deal maker' by his peers. He has a broad corporate practice and often handles transactions relating to the life sciences and financial services industries."
      • 2018 – "Hailed as a 'great lawyer,' Phillip Torrence assists clients from the life sciences, media and financial services sectors with transactional matters. His work includes representing Tronc in its acquisition of a New York City newspaper."
      • 2017 – "[Philip] frequently represents clients from the financial services and life sciences sectors in a range of transactions. One source describes as 'very savvy and impressive,' and notes that he 'knows how to do a deal well.'"
      • 2016 – "Phillip Torrence is based in western Michigan and has a growing reputation in the local and regional corporate and M&A market. He handles transactional matters for both public and private clients, particularly those in the financial services sector."
      • 2015 – "He is particularly noted for his work in the life sciences space and is described as a 'phenomenal communicator and organizer, and a great negotiator.'"
      • 2014 – "The 'very talented' Torrence is active in representing public and private companies in various industries including life sciences and financial services and is praised by sources as 'an excellent lawyer' who 'gets things done.'"
    • Leading Lawyers Magazine Michigan, 2017
      • Recognized in practice areas of Corporate Finance Law, Publicly Held Corporations Law, and Mergers & Acquisitions Law
    • Michigan Super Lawyers, 2009-2019
      • Recognized as one of the:
        • Top 100 Super Lawyers, 2013-2014 and 2016
        • Top 50 Business Super Lawyers, 2014
      • M&A Advisor, Recognized as one of “40 Under 40” Legal Advisors, 2014
      • Michigan Lawyers Weekly, Recognized as one of 25 "Leaders in the Law," 2012

Professional & Community Involvement

American Bar Association

  • Business Law Section, Member
  • Negotiation Acquisitions Committee
  • Venture Capital and Private Equity Committee

State Bar of Michigan

Law360

  • Capital Markets Editorial Advisory Board

Hope College

  • Alumni Association Board of Directors

Kalamazoo County Bar Association

  • Pro Bono Committee

Kalamazoo Institute of Arts

  • Board of Directors, 2009-2013
  • Corporate Committee, 2005-2007

The Kalamazoo Civic Theater

  • Board of Directors, 2007-2010

Zion Lutheran Church

  • Board of Directors, 2007-2010

Kalamazoo County Chamber of Commerce

News & Resources

News

Press Releases

Publications

Seminars & Events

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