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.
Services
Practice Areas
Industries
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
- November 2021 $9.63 million CMPO
- August 2022 $18 million public offering
- June 2023 ATM
- May 2024 Public Offering
- NeuroBo Pharmaceuticals, Inc. (Nasdaq: NRBO)
- 34’ Act Reporting Matters
- January 2021 $10 million PIPE
- October 2021 $14 million Registered Direct Financing and PIPE
- November 2022 $32.3 million Underwritten Public Offering and Concurrent PIPE and License Transaction
- June 2024 $70 million Concurrent Private Placement and Registered Direct Financing
- 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 $13.4 million CMPO
- December 2022 ATM
- July 2023 CMPO
- August 2024 Private Placement of Common Stock and Warrants
- August 2024 Credit Facility
- 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 2021 $10 million CMPO
- October 2022 $11.04 million Underwritten Public Offering
- March 2023 ATM
- October 2023 Public Offering of Preferred Stock and Warrants
- April 2024 Public Offering of Common Stock, Pre-Funded Warrants and Warrants
- July 2024 Concurrent Private Placement and Registered Direct Offering of Common Stock, Pre-Funded Warrants and Warrants
- 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
- August 2023 $50 million Equity Line of Credit
- 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;
- Series D Preferred Financing; and
- Senior Secured Convertible Promissory Note Financing.
-
Amplitude Vascular Systems, Inc.:
- Series A Preferred Financing;
- Convertible Note Financing; and
- Series B Preferred Financing.
- Avertix Medical, Inc.:
- Series A Preferred Financing;
- Bridge Financing;
- Series B Preferred Financing;
- Business Combination Agreement for SPAC Transaction with BiosPlus Acquisition Corp; and
- October 2023 Bridge Financing
- July 2024 Series C Preferred 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
- Nectero Medical, Inc. – Series D Preferred Financing
- Senseonics Holdings, Inc. (Nasdaq: SENS) – PIPE Financing
- Greenbrook TMS Inc. (Nasdaq: GBNH/TSX: GTMS) – PIPE Financing
- REVA Medical, LLC – Series C Preferred Financing
- Bryn Pharma, LLC:
- Series 3 Preferred Unit Financing; and
- Series 4 Preferred Unit Financing
- Catalio Capital Nexus Funds: Investments in the following:
- Affini-T Therapeutics, Inc. – Series B Preferred Financing
- Anagenex, Inc. - Series A Preferred Financing
- ArriVent Biopharma, Inc. - Series B Preferred Financing
- Blackrock Microsystems, Inc. – Series C Preferred Financing
- Blackrock Microsystems, Inc. – Bridge Financing
- Boost NeuroScience, Inc. – Bridge Financing
- Boost Neuroscience, Inc. - Series Seed Preferred Financing
- Carbon Health Technologies, Inc. - Series D Preferred Financing
-
Carbon Health Technologies, Inc. – Convertible Note Financing
-
Cartography Biosciences, Inc. - Series A Preferred Financing
- Cambrian BioPharma, Inc. – Series B Preferred Financing
- Celsius Therapeutics, Inc. - Series C Preferred Financing
- Character Biosciences, Inc. - Series A Preferred Financing
- Clover Therapeutics, Inc. - Series A Preferred Financing
- Dianthus Therapeutics, Inc. PIPE-Reverse Merger with Magenta Therapeutics, Inc.
- Dianthus Therapeutics, Inc. - PIPE Financing
- eGenesis, Inc. – Series C Preferred Financing
- Ensoma, Inc. - Series B Preferred Financing
- Entos, Inc. – Series A Preferred Financing
- Enveda Therapeutics, Inc. – Series B Preferred Financing
- Faze Medicines, Inc. – Series A Preferred Financing
- Fractyl Laboratories, Inc. – Series F Preferred Financing
- Freenome Holdings, Inc. – Series C&D Preferred Financing
- Georgiamune, Inc. - Series A Preferred Financing
- Haystack Oncology, Inc. – Series A Preferred Financing
- Haystack Oncology, Inc. - Merger Transaction with Quest Diagnostics Incorporated
- Iambic Therapeutics, Inc. – Series B-2 Preferred Financing
- Immunai Inc. – SAFE financing
- Insightec, Ltd. – Series G Preferred Financing
- LifeSprout, Inc.- Series A Preferred Financing
- LifeSprout, Inc. - Convertible Note Financing
- manaT Bio, Inc. – Bridge financing
- Medical Informatics Corp. - Series B Preferred Financing
- Metagenomi Technologies, LLC - Series B-1 Preferred Financing
- NextPoint Therapeutics, Inc. - Series B Preferred Financing
- Noetik Inc. – Series Seed Financing
-
Noetik Inc. – Series A Preferred Financing
- Octant Bio, Inc. – Series B Preferred Financing
- Odyssey Therapeutics, Inc. - Series B Preferred Financing
-
OnCusp Therapeutics, Inc. – Series A Preferred Financing
- Perceive Biotherapeutics, Inc. - Series B Preferred Financing
- Perceive Biotherapeutics, Inc. - SAFE Financing
- Perfuse Therapeutics, Inc. – Series A Preferred Financing
- Pheast Therapeutics, Inc. – Series A Preferred Financing
- Port Therapeutics, Inc. – Series Seed Preferred Financing
- PrognomIQ, Inc. – Series C Preferred Financing
- PrognomiQ, Inc. – Series D Preferred Financing
- Proto Axiom Pty Ltd - Series A Preferred Financing
- RefleXion Medical, Inc. – Series E Preferred Financing
- RefleXion Medical, Inc. – Series F Preferred Financing
- Recursion Pharmaceuticals, Inc. – Series D Preferred Financing
- Satellite Biosciences, Inc. - Series A Preferred Financing
- SetPoint Medical Corporation - Series C Preferred Financing
- Sherlock Biosciences, Inc. – Series B Preferred Financing
- Sensei Biotherapeutics, Inc. – Series BB Preferred Financing
- Septerna, Inc. - Series A Preferred Financing
- Septerna, Inc. - Series B Preferred Financing
- SetPoint Medical Corporation – Series B Preferred Financing
- Singular Genomics Systems, Inc. – Bridge Financing
- Script DNA - Series C Preferred Financing
- Spiral Therapeutics, Inc. – Series A-4 Preferred Financing
- Star Therapeutics, LLC – Series C Preferred Financing
- Thrive Earlier Detection Corp. – Series B Preferred Financing
- Volastra Therapeutics, Inc. – Series A Preferred Financing
- WindMIL Therapeutics, Inc. – 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;
- Series B-1 Preferred Financing; and
- Series C 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
- Represented Daniel J. Mangless in Successful Proxy Fight with Zevra Therapeutics, Inc.'s 2023 Annual Meeting of Stockholders
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
Credentials
Education
- William H. Leary Scholar
- Moot Court Competition
- Washington Honors Semester
- Phi Sigma Alpha
Admissions
- Michigan
Recognition
Awards
- Listed in Chambers USA, 2014-2019, 2021-2024
- Recognized in Corporate/M&A in Michigan; Chambers USA states:
- “[Phillips's] a great attorney.”
- "Phillip Torrence provides great counsel and is a very cost-efficient resource." "He's timely and reliable." "Phillip is a seasoned attorney capable of handling sophisticated issues."
- "Phillip is very talented, extremely responsive and pragmatic."
- "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."
- "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."
- "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."
- "[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.'"
- "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."
- "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.'"
- "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.'"
- Recognized in Corporate/M&A in Michigan; Chambers USA states:
- Law Bulletin Media
- Leading Lawyers, Banking & Financial Institutions Law, 2017, 2023-2024
- Leading Lawyers, Corporate Finance Law, 2017, 2023-2024
- Leading Lawyers, Mergers & Acquisitions Law, 2017, 2023-2024
- Leading Lawyers, Publicly Held Corporations Law, 2017, 2023-2024
- Michigan Super Lawyers, 2009-2019
- Recognized as one of the:
- Top 100 Super Lawyers, 2013-2014 and 2016
- Top 50 Business Super Lawyers, 2014
- Recognized as one of the:
- 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
- LMG Life Sciences
- Recognized practitioner for Corporate, Mergers & Acquisitions, Venture Capital - 2021-2022
- Venture Capital Attorney of the Year - 2022-2024 - Shortlisted nominee
- The Best Lawyers in America, 2024-2025
- Recognized in practice area of Mergers and Acquisitions Law
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 & Insights
News
Press Releases
Events
Alerts
Publications
From Chambers USA:
"Phillip is very talented, extremely responsive and pragmatic."