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MoFo Advises Hume AI on $50M Series B Financing

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Morrison Foerster advised Hume AI in the completion of its $50 million Series B Preferred Stock financing. Hume AI is a startup and research lab building artificial intelligence optimized for human well-being. Hume operates at the intersection of artificial intelligence, human behavior, and health and well-being and has created an advanced API toolkit for measuring human emotional expression that is already used in industries spanning from robotics to customer service, healthcare, health and wellness, user research, and more.

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Morrison Foerster advised Hume AI in the completion of its $50 million Series B Preferred Stock financing. Hume AI is a startup and research lab building artificial intelligence optimized for human well-being. Hume operates at the intersection of artificial intelligence, human behavior, and health and well-being and has created an advanced API toolkit for measuring human emotional expression that is already used in industries spanning from robotics to customer service, healthcare, health and wellness, user research, and more.The round, led by EQT Ventures, will support the debut and continued development of Hume’s new flagship product: an emotionally intelligent voice interface that can be built into any application. Union Square Ventures, Nat Friedman & Daniel Gross, Metaplanet, Northwell Holdings, Comcast Ventures, and LG Technology Ventures also participated in the round.The MoFo team for the Series B financing was led by San Diego corporate partner Jim Krenn, San Diego corporate of counsel Andrew Dixon, New York corporate associate Brooke Maker and San Diego corporate associate Bryce Bark. The MoFo team also included Los Angeles tax partner Brian Radigan and San Diego tax associate Kristie Espiritu, New York privacy partner Kristen Matthews, Washington D.C. patent partner Jonathan Bockman, Palo Alto patent of counsel Anna Yuan and San Francisco trademark partner Joyce Liou and San Francisco trademark associate Morgan O'Neill Mitruka. The supporting deal team included a number of attorneys across multiple practice groups and offices.See the <a href="https://finance.yahoo.com/news/hume-ai-announces-50-million-161500806.html" target="_blank">press release</a> for the transaction.

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Jim Krenn is a corporate partner and chair of the firm’s Emerging Companies + Venture Capital Group.Jim has comprehensive experience representing emerging, growth-stage, and public companies, as well as angel, corporate, and institutional investors, in strategic transactions and corporate matters throughout the company lifecycle, from formation and early-stage financings through liquidity events and public company operations. Jim’s practice focuses on mergers and acquisitions, financings, and general corporate counseling, with a particular emphasis on life science and technology companies. He regularly advises boards of directors, executive teams, and investors on complex transactional matters, capital-raising activities, and corporate governance issues.In his mergers and acquisitions practice, Jim represents buyers and sellers in domestic and cross-border transactions across a wide range of structures, including mergers, stock and asset purchases, divestitures, joint ventures, and competitive sale processes. He has represented clients in acquisitions and sales ranging from the low millions to transactions exceeding $1 billion, for both private and public companies.Jim also counsels venture-backed and growth-stage companies in equity financings and ongoing corporate matters, and advises leading angel, corporate, and venture capital investors in their investments in such companies. He has represented clients in hundreds of venture capital and growth equity financings, from seed and early-stage rounds through $100 million-plus later-stage rounds.In addition, Jim represents public companies in initial public offerings, other capital markets transactions, and SEC reporting and compliance matters, and advises boards of directors on corporate governance issues. Jim is a member of the firm’s Life Sciences + Healthcare Group leadership team and Artificial Intelligence steering committee. He is actively involved in the startup and venture capital ecosystem, including  serving on the Board of Directors of the San Diego Entrepreneurs Exchange.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>ACEA Biosciences, a medical instruments company, in its sale to Agilent Technologies (NYSE: A) for $250 million.</li><li>Adicet Bio (Nasdaq: ACET), a biopharmaceutical company, in its merger with a wholly owned subsidiary of resTORbio (Nasdaq: TORC) to create a combined publicly traded biotechnology company.</li><li>Alaska Energy & Resources Company, a parent company of a regulated electric utility in Alaska, in its $170 million sale to Avista (NYSE: AVA).</li><li>Astute Medical, a medical diagnostic company, in its $90 million sale to bioMérieux (EPA: BIM).</li><li>B. Riley Financial (Nasdaq: RILY), a diversified financial services company, in its $53 million private placement and merger with investment banking firm B. Riley & Co.</li><li>Biotix, a private equity-backed developer and manufacturer of laboratory consumables and liquid handling solutions, in its sale to Mettler-Toledo (NYSE: MTD).</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple acquisitions.</li><li>Clean Energy Fuels (Nasdaq: CLNE), a provider of natural gas as an alternative fuel for vehicle fleets, in its sale for up to $180 million of components of its renewable natural gas business to BP (NYSE: BP).</li><li>Cogent (Nasdaq: COGT), a biometric identification solutions provider, in its $943 million sale to 3M (NYSE: MMM).</li><li>Deere & Company (NYSE: DE), an agricultural, construction, and forestry machinery corporation, in its planned acquisition of the precision planting unit of Monsanto (NYSE: MON).</li><li>Dosatron International, a distributor of water-powered dosing pumps and systems, in connection with its sale to Ingersoll Rand (NYSE:IR).</li><li>Gillco, a leading specialty ingredient provider, in its sale to Azelis (BR: AZE).</li><li>Mentor (NYSE: MNT), a leading supplier of medical products for the global aesthetic market, in its $1.12 billion sale to Johnson & Johnson (NYSE: JNJ).</li><li>Mitchell International, a developer of smart technology solutions, in its acquisition of Cogent Works.</li><li>MyChem, a provider of ultra-pure nucleotides, in connection with its sale to Maravai (NASDAQ: MRVI) for $240 million at closing with potential additional consideration.</li><li>Protomer Technologies, a biotechnology company, in its sale to Eli Lilly and Company (NYSE: LLY) with a potential value of over $1 billion with successful achievement of future development and commercial milestones.</li><li>Rakuten Medical, a biotechnology and medical device company, in its acquisition of Medlight SA and its acquisition of key assets and manufacturing technology from Li-Cor Biosciences.</li><li>Safebuilt Insurance Services, a managing general agent and insurance technology company, in its sale to Integrated Specialty Coverages.</li><li>Sequlite Genomics, a DNA sequencing firm, in connection with its sale to Fapon Biotech, a diagnostic technology company.</li><li>Tendo, a digital health software company, in its acquisition of MDsave, a healthcare marketplace company.</li><li>Wavestream, a provider of high-power solid-state amplifiers, in its $137 million sale to Spacenet, a subsidiary of Gilat Satellite Networks (Nasdaq: GILT).</li></ul><h5>Equity Financings</h5><ul><li>9amHealth, a provider of virtual diabetes care, in its $4 million Series Seed financing and $16 million Series A financing.</li><li>ACEA Biosciences, a developer of cell analysis instrumentation technologies, in its $30 million Series E Preferred Stock financing.</li><li>Adicet Bio, a biopharmaceutical company, in its Series A financing of up to $51 million, and $80 million Series B financing.</li><li>Astute Medical, a medical diagnostic company focused on high-risk medical conditions and diseases, in over $200 million of equity and debt financings.</li><li>Bidra as an investor in multiple equity financings.</li><li>Biolumic, an agtech company, in its $13.5 million Series B financing.</li><li>California Cryobank, a private equity-backed leader in reproductive tissue donor services and stem cell banking, in multiple equity and debt financings.</li><li>Carlsmed, a medtech company pioneering AI-enabled personalized spine surgery solutions, in its $10 million Series A financing, $30 million Series B financing, $64.5 million Series C financing and $100.5 million initial public offering.</li><li>Corner Therapeutics, a biotech company, in its $54 million Series A financing.</li><li>Crinetics (Nasdaq:CRNX) as a strategic investor in Radionetics Oncology’s $52.5 million Series A financing.</li><li>Crinetics(Nasdaq:CRNX) in its $350 million PIPE financing, at-the-marketing offering of up to $350 million, $575 million underwritten public offering and $350 million underwritten public offering.</li><li>Forward Ventures as an investor in multiple equity financings, convertible debt financings, and M&A transactions.</li><li>Foxen, a provider of financial technology solutions for the real estate industry, in its $44 million Series A financing.</li><li>Greenoaks Capital Partners and its affiliates as investors in multiple equity financings, debt financings, and secondary transactions.</li><li>GroupSolver, an artificial intelligence market research platform, in multiple preferred stock financings.</li><li>Hume.ai, an artificial intelligence company, in multiple preferred stock financings.</li><li>Oak Investment Partners as an investor in multiple preferred stock financings.</li><li>OrbiMed as an investor in multiple equity financings, debt financings, and M&A transactions.</li><li>Petuum, an artificial intelligence and machine learning software infrastructure provider, in its $93 million Series B financing.</li><li>Pi Health, an AI-enabled health technology and clinical research company, in its spin-out from BeiGene, Ltd. and $35 million Series A financing.</li><li>Perceptive Advisors as an investor in multiple financings and transactions.</li><li>Presight Capital as an investor in multiple equity financings.</li><li>RA Capital as an investor in multiple equity financings.</li><li>Rakuten Medical, a biotechnology and medical device company, in over $800 million of debt and equity financings.</li><li>Rubi Laboratories, a company focused on converting carbon emissions into textiles, in multiple equity financings.</li><li>Softbank affiliates as investors in multiple equity financings.</li><li>Solarflare Communications, a technology company, in over $200 million of equity and debt financings.</li><li>Tendo Systems, a HealthTech software company, in its $20 million financing from Vistara.</li><li>Tutor Intelligence, an artificial intelligence robotics company, in its $34 million Series A financing.</li><li>VoloAgri, an ag-tech company, in over $150 million of equity financings.</li><li>Western Digital Capital as an investor in multiple preferred stock financings.</li></ul>

Jim Krenn

Chair of Emerging Companies + Venture Capital Practice

Andrew Dixon is a corporate Of Counsel in the firm's San Diego office.Andrew represents clients across a wide range of Corporate matters, including general corporate, transactional and securities matters, mergers and acquisitions, and public and private offerings. Andrew’s representation of companies spans the entire corporate life-cycle, from formation to exit, and a diversity of industries and includes clients of all sizes, ranging from a single founder to large public companies.Andrew received his J.D. with honors from The University of Chicago Law School, where he was a John M. Olin Student Fellow in Law and Economics. He also participated in The University of Chicago Corporate Lab: Transactional Clinic and was a member of The Federalist Society. Andrew received his B.A. magna cum laude in history from the University of Dallas, where he was a recipient of the Fr. Louis J. Lekai award.

Andrew Dixon

Of Counsel

Brian Radigan is a partner in the Federal Tax Group at Morrison Foerster. He has a broad tax practice advising U.S. and non-U.S. clients on complex tax structuring and the tax aspects of corporate transactions.Brian advises private equity funds, startup entities, REITs, and established multinational corporations on the tax aspects of mergers and acquisitions, joint ventures, cross-border corporate restructurings, and capital markets transactions. He has a particular focus on international tax, helping clients on cross-border structure formation and tax-driven internal reorganization, navigating tax laws across multiple jurisdictions to maximize global tax efficiency.Brian regularly advises emerging companies and venture capital firms on the tax aspects of capital raises, changes to capital structure, and general tax planning, providing strategic insight and tailored tax solutions to drive tax-efficient growth. He also advises financial institutions and corporations on capital markets offerings, financial products, and FATCA compliance.Brian is Recommended for US Taxes: Non-Contentious by Legal 500 US 2024.Prior to joining Morrison Foerster, Brian spent over a decade as a senior in-house tax advisor at General Electric and, more recently, as the global head of tax at New Fortress Energy (NFE). He structured the transition of NFE from an Up-C investment of Fortress Investment Group to a multibillion-dollar, fully public company. In his in-house roles, he served as a trusted advisor to senior executives, founders, and board members on various high-profile transactions, including a $2 billion LNG infrastructure joint venture between NFE and Apollo and a $5.1 billion acquisition by NFE of Hygo Energy Transition and Golar LNG Partners, LP.

Brian Radigan

Partner

Kristie Espiritu is a tax associate in the San Diego office of Morrison Foerster.Kristie’s experience spans a wide range of transactional, structuring, and advisory tax matters affecting domestic businesses. She regularly advises clients on their tax issues in the areas of joint ventures, partnerships, real estate investment trusts, renewable energy, mergers and acquisitions, and tax- exempt organizations.Kristie is an adjunct professor at USD School of Law, where she teaches classes on partnership tax.

Kristie Espiritu

Associate

Jon Bockman is the head of the firm’s Technology Patent Practice. In this capacity, he leads the firm’s prominent group of patent practitioners with degrees in electrical engineering, mechanical engineering, computer science, computer engineering, chemical engineering, biomedical engineering and physics. His team handles work in all technology areas including medical devices, AI and machine learning, cybersecurity, computer hardware, advanced materials, and robotics. His practice concentrates on domestic and international patent prosecution, portfolio management, IP due diligence, patent infringement and validity determinations, and IP litigation support. His clients range from some of the largest domestic and international companies to early-stage startups.As lead patent prosecution counsel for several large and emerging companies, Jon has helped clients set up patent departments and committees for building and maintaining strategic patent portfolios. Clients note to IAM Patent 1000 that “[Jon] provides expert legal advice that is clear, understandable and tailored to the needs of the specific client. He is very responsive and is always available when you need him.”Jon has extensive experience helping clients navigate IP concerns including freedom-to-operate and potential litigation issues. Jon is also experienced with leading patent due diligence projects related to investments and mergers and acquisitions. He often leads investor-side and company-side patent due diligence reviews related to these transactions.Jon is a member of the firm’s Inter Partes Review and Post Grant Practice. In this capacity, he handles inter partes review and post-grant review proceedings that were introduced by the Leahy-Smith America Invents Act. He has also handled many disputes for clients in front of the U.S. Patent and Trademark Office (USPTO), including inter partes reexaminations, ex parte reexaminations, and derivation proceedings.Jon is recognized as an IP Star by Managing Intellectual Property and as a leading patent practitioner by IAM Patent 1000. He is also recommended by The Legal 500 US for patent prosecution. While earning his J.D., Jon was the associate editor of the University of Colorado Law Review.

Jonathan Bockman

Anna Yuan’s practice focuses on patent prosecution, IP due diligence, post-grant proceedings, and IP litigation support. She has been recognized as one of the “Ones to Watch” in America by Best Lawyers and a Rising Star in Intellectual Property by Americas Women in Business Law. Anna is the co-founder and co-chair of the firm’s Life Sciences + AI patent practice. She leverages her experience in software development and product design gained as a product manager at Microsoft to build valuable patent portfolios covering highly complex technologies to maximize their commercial value. Anna’s practice spans a wide array of technologies, including artificial intelligence, autonomous driving, blockchain, robotics, electronic devices, data analytics, virtual reality, wireless communications, network security, medical devices, diagnostics, health care, and genomics. She has developed and managed clients’ core portfolios in the United States, China, Canada, Europe, Japan, Korea, Mexico, and Australia. Anna’s clients include emerging companies, multinational corporations, and universities.Anna received her J.D. from Harvard Law School. During law school, she served as an executive editor of the Harvard International Law Journal and co-founded the Harvard China Law Association. She was also active in clinical and pro bono programs such as the Cyberlaw Clinic based at the Harvard Berkman Center for Internet and Society, and the Harvard Mediation Program.She received her B.S. summa cum laude in computer engineering from Louisiana State University, with minors in computer science and mathematics. Prior to attending law school, Anna worked as a program manager at Microsoft in the Windows Division. At Microsoft, she led projects relating to software user interface design, software reliability, and software privacy compliance. She has also worked as a facilities engineer at Chevron and as a software developer at Halliburton.She is admitted to practice in California and is registered to practice before the United States Patent and Trademark Office. Anna is a fluent Chinese speaker and regularly counsels Chinese clients in Silicon Valley and abroad.

Anna Yuan

Joyce Liou chairs the Trademark Group and is a partner in the firm’s Intellectual Property Group. She engages in a broad intellectual property practice, with an emphasis on both IP counseling and litigation for a diverse roster of clients. Joyce has litigated numerous district court disputes involving trademark, copyright, false advertising, right of publicity, and unfair competition claims, and has secured preliminary injunctions, summary judgment rulings, and trial verdicts for her clients. In addition to federal litigation, she routinely handles proceedings before the Trademark Trial and Appeal Board, and has extensive experience with trademark clearance, prosecution, licensing, and due diligence. Joyce manages IP portfolios and provides global strategies for industry giants and startups alike, from a broad spectrum of fields, including technology, consumer goods, entertainment, pharmaceuticals, food, and agriculture.Joyce’s successes have built her reputation as a recognized leader in trademark law. In 2022 and 2023, she was shortlisted for Trademark Lawyer of the Year by Euromoney Legal Media. Joyce serves on the Legislation and Regulation Committee for the International Trademark Association. Outside of her practice, Joyce is a passionate advocate for diversity and inclusion in the greater community. She serves on the Development Committee for the National Center for Lesbian Rights, and participates in clinics to help individuals seeking U.S. naturalization or asylum on the basis of their sexual orientation or gender identity.Joyce received her J.D. cum laude from the University of Michigan Law School in 2010. While attending law school, she externed for the Honorable William H. Alsup of the U.S. District Court for the Northern District of California. She received her B.A. in economics and political science with distinction from the University of California, Berkeley in 2007.