“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 is the Managing Partner of the San Diego office and leads its Emerging Companies Practice.

Mr. 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 SEC disclosure and reporting requirements, Nasdaq and NYSE compliance, and corporate governance matters. Mr. Larson routinely counsels clients in the life sciences, software, telecommunications, cleantech, 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.

Mr. Larson’s experience includes more than 250 venture financings, including the representation of:

  • 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
  • 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
  • Mineralys, focused on hypertension therapies, in its US$40 million Series A financing led by HBM Healthcare Investments, Samsara BioCapital, Adam Street Partners  and Catalys Pacific
  • Ocelot Bio, focused on liver disease, in its US$36 million Series A financing, led by Venrock Partners, Vivo Capital and RA 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
  • 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-opiod treatments for muscle spasms, in its US$60 million Series A financing with Sofinnova Ventures, Leaf Venture Partners, and Longitude Capital
  • Molecular Assemblies in its US$24 million Series A financing to edvance enzymatic DNA synthesis toward initial commercial AccessNeurelis, 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
  • 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
  • Alastin Skincare, an innovative skincare company, in several rounds of financing from angel and private equity investors

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

  • Representing the company: Icosavax, Erasca, Zentalis Pharmaceuticals, Prometheus Bosciences, Avidity Biosciences, Phathom Pharma, 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
  • Representing the investment banks: Longboard Pharmaceuticals, Synthorx, Equillium Bio, Mirati Therapeutics, Neurocrine, Heron Therapeutics, Travere Therapeutics, Poseida Therapeutic, Clovis Oncology, CareDx, Acadia Pharmaceuticals, Arena Pharmaceuticals, Rigel Pharmaceuticals, AltheaDx, Auspex, Ambit, Celladon, La Jolla Pharmaceuticals, Sophiris, Optimer, ARIAD, TherapeuticsMD, Biocryst, Ardea, ImmunoGen, Insys, Tracon Pharma, Trius, Seattle Genetics, Genoptix, HTG Molecular

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 of 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
  • Mr. Larson currently serves as Managing Partner of the firm’s San Diego office. He previously served as Global Co-Chair of Latham’s Life Sciences Industry Group and as a member of the firm’s Associates Committee and the firm’s Income Partner and Counsel Committee.  He is a frequent speaker on IPO and securities law-related topics.
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