Courtney Thorne

Courtney’s practice focuses on the representation of public companies and investment banks in the life sciences industry – with an emphasis on capital raising, public company counseling, foreign private issuer matters and securities law compliance. In addition to a robust US practice, she also has substantial experience advising non-US companies, known as foreign private issuers (FPIs), seeking to access the US capital markets or list on a US securities exchange. Over the past six years, Courtney has advised 45+ IPOs and follow-on offerings, with an aggregate value of more than $4.2 billion.

Courtney regularly acts as primary outside counsel for a number of publicly traded clients, advising companies and their boards of directors with respect to SEC periodic reporting and disclosure obligations, strategic corporate decisions, annual meeting and proxy-related issues, beneficial ownership reporting, securities exchange listing standards, corporate governance, and Sarbanes-Oxley Act compliance, as well as other general corporate and securities matters.

Courtney also represents domestic and foreign issuers, investment banks and financial institutions in connection with initial and follow-on public offerings, shelf registrations and shelf takedown offerings, Regulation S offerings, registered direct offerings, at-the-market (ATM) offerings, private investments in public equity (PIPEs), and private placements of equity and debt securities by life sciences companies.

Since 2015, Courtney has been recognized as a Massachusetts Super Lawyers’ Rising Star in the fields of Securities & Corporate Finance and Business & Corporate.

Before joining Cooley, Courtney was an associate in the Boston office of an international law firm. While in law school, she worked as an intern – and later as a consultant – for the in-house legal department of Cubist Pharmaceuticals, a publicly traded biopharmaceutical company based in Lexington, Massachusetts, which later sold to Merck.

Courtney’s representative company transactions

• Exscientia in its $510.4 million IPO, including concurrent private placements to SoftBank and the Bill & Melinda Gates Foundation
• Finch Therapeutics in its $127.5 million IPO
• Immunocore in its $312.1 million aggregate financing, consisting of a $297.1 million IPO of ordinary shares in the form of American Depositary Shares (ADSs), full exercise of the option to purchase additional ADSs and a $15 million concurrent private placement to the Bill & Melinda Gates Foundation
• Repare Therapeutics in its $253 million IPO, $88 million follow-on offering, public company representation and securities law compliance
• Oncorus in its $87 million IPO, $57 million follow-on offering and public company representation
• Exicure in its $50 million ATM facility, $25 million debt facility and public company representation
• X4 Pharmaceuticals in its $50 million equity facility, $50 million ATM facility, $65 million follow-on offering and public company representation
• Autolus Therapeutics in its $172.5 million IPO of ordinary shares in the form of ADSs, $100.8 million follow-on offering, $80 million follow-on offering, $115 million follow-on offering, $100 million ATM facility, US public company representation and securities law compliance
• ERYTECH Pharma in its $143.7 million initial public offering of ordinary shares, including in the form of ADSs, its 70.5 million euro, 25.5 million euro and 10 million euro private placements of ordinary shares to US and European investors, $30 million ATM facility, $30 million registered direct offering, US public company representation and securities law compliance
• Nightstar Therapeutics in its $86 million IPO of ordinary shares in the form of ADSs, US public company representation and securities law compliance
• Taiwan Liposome Company in its $22.7 million IPO of ADSs
• ZIOPHARM Oncology in its $50 million underwritten registered direct offering, $50 million PIPE, $90.4 million follow-on offering, strategic collaborations and public company representation
• DBV Technologies in its $281.5 million follow-on offering of ordinary shares in the form of ADSs
• Numerous Regulation S and Rule 144A offerings of US and non-US companies raising capital

Courtney’s representative investment bank and underwriter clients

Courtney regularly represents a number of leading investment banks – including BMO Capital Markets, Citigroup, Cowen, Evercore ISI, Goldman Sachs, Guggenheim, Jefferies, J.P. Morgan, Stifel Nicolaus, SVB Leerink, Wedbush and William Blair – on a wide number of transactions, including the following most recent transactions:

• Merus in its:
  • $173 million follow-on offering
  • $120 million follow-on offering
  • $75 million ATM facility
  • $61.4 million IPO
• Nanobiotix in its $113.3 million IPO
• Deciphera Pharmaceuticals in its $200 million ATM facility
• Translate Bio in its $275.1 million follow-on offering
• NuCana in its:
  • $80.5 million follow-on offering
  • $100 million ATM facility
  • $114 million IPO

Courtney’s representative mergers & acquisitions/reverse mergers

• Proteostasis Therapeutics in its acquisition by Yumanity Therapeutics
• Avedro in its $70 million IPO and acquisition by Glaukos
• Biodel in its acquisition by Albireo Pharma