Scott A. CowanPartner
Scott Cowan focuses his practice on corporate finance transactions, mergers and acquisitions and securities law matters primarily in the technology, life sciences and healthcare industries.
Scott advises a broad range of clients, including startup and emerging companies, publicly held middle-market companies and venture capital and private equity firms.
Scott's transactional experience includes IPOs, PIPEs, registered direct offerings and direct follow-on offerings, as well as venture capital, private equity, mergers and acquisitions, and other strategic transactions. He regularly serves as outside general counsel for private and public companies at various stages of development.
Scott also assists clients in the preparation and filing of 1933 Act and 1934 Act documents and proxy materials with the United States Securities and Exchange Commission and related compliance.
Selected Recent Mergers and Acquisitions
- Represented Axogen, Inc., a global leader in developing and marketing innovative surgical solutions for peripheral nerves, in its approximately US$132 million offering of common stock in May 2018
- Represented Egis Capital Partners, a private equity firm focused on the security and protection industry, in its acquisition of Mission Critical Partners, Inc., a public safety consulting firm specializing in networks, next generation 911, radio and wireless broadband, facilities and operations, in January 2018
- Represented Lumeta, a leader in cyber situational awareness for delivering complete real-time visibility into the extended network and across all connected endpoints, in its sale to Firemon, an Insight-Ventures backed company and global leader in network security policy management, in June 2018
- Represented Relayware, Inc., a leading SaaS-based provider of Partner Relationship Management (PRM) software, in its merger with Zift Solutions, the leading provider of Channel as a Service (CHaaS), to deliver comprehensive Enterprise Channel Management technology
- Represented Spreemo Health in its merger with One Call Care Management, the nation's leading provider of workers' compensation care management services
- Represented OptionsCity Software, Inc., a provider of futures and options trading and analytics solutions, in its acquisition by Vela Trading Technologies LLC, a low-latency feed handler and market data platform provider
- Represented Rokitt Inc. in the sale of substantially of its assets, including their proprietary Rokitt Astra Technology, to Io-Tahoe LLC, a subsidiary of Centrica plc ,an international energy services company
- Represented Accel-KKR, a technology-focused equity investment firm, in its portfolio company IntegriChain's acquisition of PharmaMetrics, a leading provider of pharmaceutical contract operations outsourcing and market access analytics software
- Represented Insurance Revolution, Inc., a niche insurance retail broker, in its stock sale to Integro USA, Inc., an international broker and risk management firm
- Represented Avaap U.S.A. Inc. and its Indian and Canadian sister companies in their acquisition by New MainStream Capital
- Represented Premier Healthcare Exchange, Inc., a company that provides advanced network and cost management solutions for health plans, in its sale to Stratose, a company backed by Parthenon Capital Partners, in January 2016
- Represented Archive Systems, Inc., a company that provides Document Management services and technologies, integrated and packaged as complete customer solutions, in its sale to Access Information Management, the largest privately held records and information management services provider in the United States and Latin America, in December 2015
- Represented Phibro Animal Health Corporation, global developer, manufacturer and marketer of animal health and mineral nutrition products, in its acquisition of MVP Laboratories, Inc. a US-based developer, manufacturer and marketer of livestock vaccines, vaccine adjuvants and other animal health products.
- Represented Raritan, Inc. in its acquisition by Legrand North America, a subsidiary of the publicly traded French corporation, Legrand S.A.
- Represented ViroPharma Incorporated, a public company listed on the NASDAQ stock market, in its acquisition of DuoCort Pharma AB, a private company based in Helsingborg, Sweden focused on improving glucocorticoid replacement therapy for aggregate consideration of approximately US$165 million
- Represented ViroPharma Incorporated, an international biopharmaceutical public company listed on the NASDAQ stock market, in its entrance into an exclusive option to acquire Meritage Pharma, Inc., a private company focused on developing oral budesonide suspension as a treatment for eosinophilic esophagitis
- Represented Achieve3000 in its acquisition of Smarty Ants, Inc.
- Represented M.D. On-Line, Inc., a company that provides electronic healthcare solutions, in its sale to ABILITY Network Inc. in October 2014
- Represented Pet360, Inc., an online retailer of pet supplies and products, in its sale to PetSmart, Inc. for aggregate consideration equal to approximately US$160 million
- Represented Red Oak Growth Partners, LLC in its acquisition of Clarke Engineering Services, Inc., a provider of mission-critical engineering, machine vision, and validation solutions and components to blue-chip clients in the life sciences, food and beverage, consumer products, and industrial end-markets, and Acquire Automation, Inc., an automation solutions and services provider that specializes in full-service vision inspection system fabrication and integration
- Represented Red Oak Growth Partners, LLC in its acquisition of Nexus Technologies, Inc., a company that provides organizations with technology services, in August 2014
- Represented Aceto Corporation, a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of pharmaceuticals, nutraceuticals, specialty chemicals and crop protection products, in the acquisition by its wholly owned subsidiary of certain assets of Rising Pharmaceuticals, Inc. for approximately US$80 million in cash and Aceto stock
- Represented Collabera Holdings, Inc. in the spinout of its US$100 million IT solutions business, Brillio Holdings, Inc.
Selected Recent Securities Offerings
- Represented Immunomedics, Inc., a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases, in its US$276 million follow-on public offering, in June 2018, led by Morgan Stanley, Cowen and Jefferies
- Represented Immunomedics, Inc., a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases, in its sale of tiered, sales-based royalty rights on global net sales of sacituzumab govitecan to Royalty Pharma for US$175 million
- Represented Immunomedics, Inc., a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases, in its private offering of an aggregate of US$100 million of its 4.75 percent Convertible Senior Notes due 2020 to Goldman, Sachs & Co. and Jefferies LLC as joint book-running managers
- Represented Immunomedics, Inc., a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases, in its approximately US$32 million follow-on public offering of its common stock led by Wells Fargo Securities, LLC and Jefferies LLC
- Represented Immunomedics, Inc., a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases, in its approximately US$16 million follow-on public offering of its common stock led by Oppenheimer & Co. Inc. and Cowen and Company, LLC
- Represented Insmed Incorporated in various public equity offerings, including a US$237.5 million offering in April 2015 led by Citigroup Global Markets Inc. and Leerink Partners LLC and a US$108.2 million offering in August 2014 led by Leerink Partners LLC
- Represented SMG Indium Resources Ltd. in its tender offer for approximately US$16.1 million of its common stock
- Represented CYREN Ltd., a cloud-based, Internet security technology company, in its US$11.5 million public offering
- Represented Axogen, Inc. in its public offering of approximately US$17.5 million of its common stock issued to Essex Woodlands Fund IX, L.P.
- Represented GAIN Capital Holdings, Inc., a global provider of online foreign exchange trading and related services, in its IPO listed on the New York Stock Exchange for aggregate gross proceeds of approximately US$81 million. Morgan Stanley and Deutsche Bank Securities acted as joint book-running managers for the offering, and JMP Securities LLC, Raymond James and Sandler O'Neil + Partners acted as co-managers
Selected Recent Financings
- Represented Canary Connect, Inc. in its Series B financing
- Represented Updata Partners in the Series A financing in Collective Bias, Inc.
- Represented Updata Partners in the Series A and subsequent financings in Mashable, Inc.
- Represented Premier Healthcare Exchange, Inc. in its Series A financing
- Represented Spreemo, Inc. in its Series A financing
- Represented Axel Johnson in its Series A financing in Decisyon, Inc.
- Represented Edison Partners in various investments including its Series A investment in OptionsCity
- Represented Indicative, Inc. in its Series A financing
- Represented Bat Blue in its Series Seed and Series A financings
- Represented Lumense in its US$2.65 million Series B financing
- Represented Mosley Ventures in FSLogix
- Represented Racemi in its US$10 million financing in 2014
- Represented Scivantage in its US$20 million financing in 2014
- Represented Hedgeable in its US$1.75 million Series Seed financing
- Represented EGIS Capital Partners in various investments including DVTEL, ECKey, iJet, UCIT and Brivo
- Represented Lumeta in various financings
- J.D., New York Law School 2005
- B.A., University of Michigan 2002
- Chambers USA
- Up and Coming, New Jersey Corporate/M&A (2021-2022)
- The Legal 500 United States
- Recommended, Capital Markets Equity Offerings – Advice to Managers (2017)
- New York University Stern School of Business, Guest Lecturer—Venture Capital
- Panelist on Divestiture Presentation in the Life Sciences Industry – New Jersey Corporate Counsel Association
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