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MoFo Advises Carlsmed on Initial Public Offering

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Morrison Foerster advised Carlsmed, a commercial-stage medical technology company pioneering AI-enabled personalized spine...

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Morrison Foerster advised Carlsmed, a commercial-stage medical technology company pioneering AI-enabled personalized spine surgery solutions, on its $100.5 million initial public offering (IPO). The IPO was for 6,700,000 shares of common stock at price to the public of $15.00 per share. Carlsmed’s common stock began trading on the Nasdaq Global Select Market on July 23, 2025 under the ticker symbol “CARL.” BofA Securities, Goldman Sachs & Co. LLC, and Piper Sandler acted as joint lead book-running managers for the IPO. Truist Securities and BTIG acted as joint book-runners for the IPO.The MoFo team was led by Austin capital markets partner John Hensley, San Diego capital markets partner Tommy Felix, and emerging companies + venture capital partner Jim Krenn, with New York capital markets associates Carolina Bernal-Ramirez and Devansi Reshamwala, Austin capital markets associate Eric Harper and San Diego corporate associates Bryce Bark and Carlisle Olsen.Read <a href="https://investors.carlsmed.com/news-releases/news-release-details/carlsmed-announces-pricing-initial-public-offering" target="_blank">Carlsmed’s press release</a>.

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John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Partner

Tommy Felix is a partner in the Firm’s Capital Markets and Public Company Advisory & Governance practices, and a member of the San Diego Hiring Committee. He has extensive experience advising public and private companies, private equity and venture capital firms, and investment banks, through complex transactional matters, including initial public offerings, debt and equity offerings, leveraged buyouts, mergers and acquisitions, SPAC transactions, cross-border deals, and financing transactions involving digital assets.Tommy’s experience extends to advising on preferred stock issuances, private placements of debt and equity securities, and innovative restructuring and liability management transactions, and spans diverse industries, including life sciences and healthcare, technology, consumer and retail companies, gaming, industrials, telecommunications, and transportation.Tommy is a member of the Board of Directors of Corporate Directors Forum, which provides governance education and peer networking for corporate directors, and a member of The Century Club of San Diego, a nonprofit organization dedicated to supporting the local community and youth programs through San Diego’s annual PGA TOUR golf tournament.<h4>Representative Matters</h4><h5>Equity</h5><ul><li>Represented Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX) in connection with its $402 million public offering of 8,763,000 shares of its common stock.</li></ul><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li>Represented Robert W. Baird & Co. in connection with the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>A global alternative investment manager in connection with its offerings of $1.5 billion of mandatory convertible preferred stock and $750 million of investment grade notes. </li><li>A global alternative investment manager in connection with its $357 million follow-on equity offering of Class A common stock.</li><li>A private equity firm in its $250 million minority growth investment in a technology-enabled professional services company.</li><li>A portfolio company of a private equity firm focused on safety and compliance in connection with its issuance of $300 million of preferred units.</li><li>A global alternative investment manager in connection with its $100 million preferred stock investment in a Brazilian asset management firm.</li><li>A private equity firm in a $200 million preferred equity offering in connection with its acquisition of a specialty insurance program manager.</li><li>A legal and workflow automation software company, a portfolio company of a private equity firm, in connection with its issuance of $85 million of preferred stock.</li><li>An investment management firm in connection with its preferred stock investment in a consumer lifestyle company and owner of a well-known global brand.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $387 million of Class A common stock.</li><li>A distressed-focused investment firm in connection with its preferred stock investment in a physical therapy company.</li><li>A portfolio company of a private equity firm specializing in food ingredients and bakery products in connection with its issuance of $85 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in plastic packaging solutions in connection with its issuance of $100 million of preferred stock.</li><li>A portfolio company of a private equity firm providing insurance software solutions in connection with its issuance of $12 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in healthcare governance and compliance software in connection with its issuance of $80 million of preferred stock.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $123 million of Class A common stock.</li></ul><h5>Debt</h5><ul><li>Represented the initial purchasers in Rule 144A offering of $375 million of 7.250% senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC). </li><li>Represented Groundwork Holdings in a comprehensive debt refinancing, including the refinancing of its existing credit agreement and associated transactions.</li><li>A family office in a $25 million investment in an insurance agency specializing in transportation and logistics insurance. </li><li>The underwriters in connection with a $325 million offering of notes by a publicly traded business development company.</li><li>An alternative asset manager in its $1 billion offering of senior notes.</li><li>A global alternative investment manager in its registered offering of $500 million of senior notes.</li><li>A telecom analytics company, a portfolio company of a private equity firm, in connection with its $30 million issuance of senior notes.</li><li>An investment management firm in a $55 million senior notes investment in a communications network provider.</li><li>A private equity firm in a $400 million senior notes offering in connection with its acquisition of a packaging manufacturer specializing in tapes, films, and protective packaging for industrial and retail use.</li><li>A major U.S. retailer of musical instruments, lessons, repairs, and rentals in connection with its add-on offering of $200 million senior secured notes.</li><li>A global alternative investment manager in its Rule 144A offering of $500 million of senior notes.</li><li>A private equity firm in a $625 million senior notes offering in connection with its acquisition of a window coverings manufacturer.</li><li>A manufacturer of high-performance specialty materials, a portfolio company of a private equity firm, in its $800 million secured notes offering, $400 million unsecured notes offering, and $450 million preferred stock offering in connection with its acquisition of a thermal management and filtration company.</li><li>A global alternative investment manager in its Rule 144A offering of $450 million in Fixed-Rate Resettable Subordinated Notes.</li><li>An alternative asset manager in its $700 million offering of senior notes.</li><li>An alternative asset manager in its $400 million offering of senior notes.</li><li>An alternative asset manager in its $350 million offering of senior notes.</li><li>A food services and correctional services company in its multi-tranche offering of $1.1 billion senior notes and senior secured notes.</li></ul><h5>Public Mergers and Acquisitions</h5><ul><li>RE/MAX Holdings Inc. (NYSE: RMAX) in its proposed merger with The Real Brokerage Inc. (Nasdaq: REAX) to form Real REMAX Group.</li><li>An alternative asset management firm in its acquisition of an alternate credit manager.</li><li>An alternative asset management firm in its acquisition of an asset management company to create a new insurance solutions platform, and its $250 million preferred equity investment in a UK-based insurance holdings company.</li><li>An alternative asset management firm in its acquisition of a real estate finance advisory firm to create a new real estate finance strategy.</li><li>An alternative asset management firm, in partnership with a sovereign wealth fund, in connection with their joint acquisition of a publicly traded real estate investment trust.</li><li>A business development company in connection with its acquisition of another publicly traded business development company.</li></ul><h5>Special Purpose Acquisition Company (SPAC) Transactions</h5><ul><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $500 million initial public offering.</li><li>A SPAC in its $1.4 billion business combination with a cybersecurity company and a digital privacy platform.</li><li>A cloud-based contact center software company in its merger with a SPAC.</li><li>An alternative asset management firm in a business combination agreement with another asset management firm and a SPAC to form a new alternative asset management company.</li><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $1 billion initial public offering.</li></ul><h5>Restructuring and Liability Management</h5><ul><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive settlement of its existing debt, including simultaneous consent solicitations for significant amendments to its euro- and dollar-denominated senior secured notes and associated transactions.</li><li>A wheel manufacturer and its private equity sponsor in connection with a comprehensive liability management transaction, including the exchange of approximately $272 million of the company's unsecured notes for new second lien notes and a corresponding covenant strip consent procedure.</li><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive debt refinancing, including the refinancing of its existing senior secured notes and associated transactions.</li><li>A healthcare company ― Advising the joint administrators of a healthcare group and its subsidiaries in connection with a novel administration funding facility, non-core asset sales, and the core group restructuring process.</li><li>A major car rental company ― Representation of investment firms in their successful $5.916 billion purchase of one of the world’s largest car rental companies out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery for existing equity holders of more than $8.00 per share, full payment to all creditors, and an implied plan enterprise value of $6.929 billion.</li></ul><h5>SEC Compliance, Disclosure and Corporate Governance</h5><ul><li>a.k.a. Brands Holding Corp. (NYSE: AKA)</li><li>Carlsmed, Inc. (Nasdaq: CARL) </li><li>Clean Energy Fuels Corp. (Nasdaq: CLNE)</li></ul>

H. Thomas Felix

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

Josh Lerner is a partner in the Executive Compensation + Benefits Group based in the New York office of Morrison Foerster.Josh advises clients on all matters involving the compensation of senior executives, including employment, change in control, equity compensation, and severance arrangements.He counsels public and private companies on executive compensation issues in a range of corporate transactions, restructurings, and financings. He has experience designing, drafting, and negotiating employment agreements and administering equity incentive plans and awards. He also works regularly with public companies on compensation-related disclosures and corporate governance matters, including Securities Exchange Act of 1934 reports. Josh earned his J.D. from Columbia Law School where he was a senior articles editor of the Columbia Business Law Review.<h4>Representative Matters</h4><ul><li>Snow Software, a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company.</li><li>U.S. Silica Holdings, a global industrial minerals and logistics leader, in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Rivian Automotive in the formation of an equally controlled and owned joint venture with Volkswagen Group to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.</li><li>Palladium Equity Partners, in the $695 million sale of its majority interest in Trachte, a leading provider of highly engineered protection and control buildings with mission critical applications, to nVent Electric plc, a leading global provider of electrical connection and protection solutions.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li><li>McGrath RentCorp, leading provider of temporary and permanent space solutions, in its $3.8 billion acquisition by WillScot Mobile Mini Holdings Corp., a leader in innovative temporary space solutions.</li><li>Astellas Pharma in its acquisition of Propella Therapeutics, a biopharmaceutical company that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.</li><li>SoftBank in connection with its $375 million acquisition of Berkshire Grey, a robotic automation company that went public via a SPAC merger in 2021.</li></ul><ul><li>Grant Thornton, one of America’s largest audit, tax, and advisory firms, in the sale of its Public Sector Advisory practice to Guidehouse, a portfolio company of Veritas Capital and leading global provider of consulting services to the public sector and commercial markets.</li><li>MTY Food Group, a leading franchisor in the North American restaurant industry, in its $200 million acquisition of BBQ Holdings, a franchisor and operator of fast casual dining.</li><li>Odevo AB, a Swedish company and a portfolio company of private equity client Fidelio Capital, in connection with its acquisition of KW Property Management & Consulting, LLC, a Florida-based company that provides property management services to homeowner associations, condominium boards, cooperative boards and townhome communities. </li><li>Tinicum and its portfolio company TSL Engineered Products in the sale of Advantek, a leading provider of highly engineered carrier tape and associated protective packaging products, to Cornell Capital.</li></ul>

Joshua Lerner

Carolina Bernal-Ramirez is a corporate associate in the firm’s New York office.Carolina’s practice focuses on representing public and private companies in domestic and cross-border transactions. She advises clients on initial public offerings, high yield debt offerings, follow-on offerings, and deSPAC transactions.Prior to joining Morrison Foerster, Carolina was a corporate associate in the New York office of another American multinational law firm, where her practice focused primarily on capital markets transactions. Carolina earned her J.D. and LL.M degrees at Duke University School of Law, where she served as communications director for the Duke Bar Association. During that period, she was also awarded the Dean’s Award for Torts and the James S. Bidlake Memorial Award for Superior Achievement in Legal Analysis, Research, and Writing.Prior to attending Duke, Carolina worked as an associate at a Colombian law firm, where she advised clients on real estate transactions and restructuring, among other general corporate and commercial matters. She speaks fluent Spanish.

Carolina Bernal

Associate

Devansi Reshamwala is a Capital Markets associate in the New York office of Morrison Foerster.Devansi represents issuers and investment banks on a broad range of capital markets transactions, including IPOs and follow-on equity offerings, public and private high-yield, investment grade and convertible debt offerings, and private placements of equity and convertible securities. Devansi also advises U.S. and international companies in connection with corporate and securities laws matters, including corporate governance, and SEC and stock exchange disclosure, reporting, and compliance obligations.<h4>Representative Experience</h4><ul><li>Represented the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</li><li>Represented the underwriters in connection with the $2.35 billion offering of guaranteed notes issued by Shell Finance U.S. Inc., a subsidiary of Shell plc.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented Raymond James Financial, Inc., a leading diversified financial services company, in its $1.5 billion issuance and sale of senior notes.</li><li>Represented Veeco Instruments Inc. in connection with separate, privately negotiated transactions with the holders of all its $25.0 Million of 3.75% Convertible Notes due 2027.</li><li>Represented Wells Fargo Securities in the $400 million Registered Offering of Senior Notes by COPT Defense Properties, L.P., a real estate investment trust.</li><li>Represented the underwriters in the $450 million bond offering of Senior Notes by First Industrial, L.P., a real estate investment trust company.</li><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</li><li>Represented Carlsmed, Inc., a commercial-stage medical technology company pioneering AI-enabled personalized spine surgery solutions, in its $100.5 million initial public offering of common stock.</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li></ul>

Devansi Reshamwala

Eric Harper is an associate in the firm’s Capital Markets group, based in the Austin office. Eric represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings, and private placements. In addition, he also advises public company clients regarding compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq. Eric also represents clients in a variety of other corporate and securities matters, including mergers and acquisitions, as well as general corporate governance and compliance matters. Prior to joining Morrison Foerster, Eric was an associate in the Capital Markets practice group at another international law firm. Eric received his LL.M., with merit, from the LSE Law School, where he specialized in corporate and securities law. He earned his J.D., magna cum laude, from Louisiana State University’s Paul M. Herbert Law Center, where he was a member of the Order of the Coif. Prior to law school, he received his B.A. from Louisiana State University. <h4>Representative Experience </h4><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering. </li><li>Represented Centuri Holdings, Inc. (NYSE: CTRI) and parent company Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the IPO and follow-on offerings with an aggregate value of approximately $1.62 billion. </li><li>Represented Southwest Gas Holdings, Inc. (NYSE: SWX) in connection with the launch of its $340 million at-the-market equity offering program. </li><li>Represented Skye Bioscience, Inc. (Nasdaq: Skye), a clinical-stage biotechnology company focused on advancing new therapeutic pathways for obesity and other metabolic health disorders, in an at-the-market offering of up to $100 million in common stock and multiple private placements with an aggregate value of approximately $90 million. </li><li>Represented Celadon Partners in connection with a $47.6 PIPE investment into Senti Biosciences, Inc. (Nasdaq: SNTI). </li><li>Represented Perceptive Advisors in connection with a $168.8 million PIPE investment into Outset Medical, Inc. (Nasdaq: OM). </li><li>Represented SoftBank Group in its sale of 90.1% equity in Fortress Investment Group to Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital. </li><li>Represented Snow Software, Inc., a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company. </li><li>Represented Builder Homesite, Inc., the largest new construction home listings platform in the United States, in connection with its sale to Zonda, the leading provider of data‑driven housing market solutions for the homebuilding industry.</li></ul>

Eric Harper

Yuan Xia is a partner in Morrison Foerster’s Palo Alto office. She is a member of the firm’s Executive Compensation + Benefits practice.Yuan’s practice focuses on the transactional aspects of executive compensation matters in the context of domestic and cross-border mergers, acquisitions, divestitures, public offerings and restructurings. Yuan regularly counsels public companies, private equity funds, and startup companies on the design and implementation of equity, incentive and non-qualified deferred compensation agreements, change in control, retention and severance, and executive employment agreements. Yuan also has distinct experience advising public companies on executive compensation disclosures for annual proxy statements and merger proxies, initial public offerings and Form 8–Ks. Yuan was recognized by Legal 500 US as a Rising Star in Employee Benefits, Executive Compensation and Retirement Plans (Transaction) for 2024.Prior to joining the firm, Yuan was an associate at another international law firm headquartered in New York.