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FDA’s User Fee Programs at a Crossroads: User Fee Deadlines and Funding at Risk

April 7, 2025 | Posted by Katlin McKelvie; Carlo Felizardo; Topic(s): FDA

Gibson Dunn is closely monitoring developments and is prepared to help companies consider and address the implications of potential changes to FDA’s funding structure and authorities, including through regulatory counseling, agency and legislative engagement, and litigation.

Following recent mass layoffs at the Food and Drug Administration and growing criticism from senior administration officials of FDA’s user fee funding programs, the life sciences industry can expect significant changes to both FDA’s ability to meet medical product user fee deadlines and the future of the user fee programs more broadly.

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The Current Landscape of Reverse Mergers: An In-Depth Analysis and Q&A

April 2, 2025 | Posted by Branden C. Berns; Ryan A. Murr; Topic(s): M&A; SEC Updates

Branden Berns and Ryan Murr are the authors of “The Current Landscape of Reverse Mergers: An In-Depth Analysis and Q&A” [PDF] published by DealLawyers.com on April 2, 2025.

Royalty Report: Royalty Finance Transactions in the Life Sciences 2020-2024

March 31, 2025 | Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

This Royalty Report provides an analysis of publicly reported royalty finance transactions for the last five years (2020 to 2024) in the life sciences sector, focusing on both traditional and synthetic royalty transactions. Traditional royalty transactions encompass monetizations of royalties under existing license agreements. Synthetic royalty transactions involve the sale of a portion of future product sales, rather than the sale of an existing future royalty entitlement.

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Opening the Window for S-3 Effectiveness Post-10-K Filing

March 27, 2025 | Posted by Melanie E. Neary; Branden C. Berns; Topic(s): Capital Markets; SEC Updates; Trends and Insights

It’s a tale as old as time for many small- and mid-cap biotech companies…you file a new Form S-3 shelf registration statement in connection with your Form 10-K filing in late February or March and are eager to do a shelf takedown after some promising investor meetings. The SEC confirms that it is not reviewing the Form S-3 and you are able to go effective, but wait! As a non-WKSI, you must have your proxy information on file (either through Part III of your Form 10-K or by filing your proxy within 120 days of year end) in order to take your Form S-3 effective and begin using the shelf. Companies have historically had three choices to resolve this dilemma: (i) quickly pull together a Form 10-K/A to include Part III information in the Form 10-K filing, (ii) accelerate the proxy filing timing or (iii) wait until the proxy is on file. Options (i) and (ii) will put unwanted pressure on the legal and finance teams and under option (iii) each passing day could mean the difference between an equity raise and losing interested investors.

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Life Sciences Securities Litigation Insights: Even Marketing Materials Can Subject Issuers to Securities Fraud Claim

March 25, 2025 | Posted by Ryan A. Murr; Branden C. Berns; Jeff Lombard; Jessica Valenzuela; Brian M. Lutz; Craig Varnen; Monica K. Loseman Topic(s): Securities Litigation

Case Highlights:

On May 7, 2024, a federal district court dismissed securities fraud claims brought against a pharmaceutical company related to a marketing slogan used to promote the company’s drug.  At issue in Sneed v. AcelRx Pharms., Inc. (“Sneed”)[1], was AcelRx Pharmaceuticals, Inc.’s (“AcelRx”) marketing slogan, “Tongue and Done,” used to promote its FDA-approved drug DSUVIA, an opioid painkiller.  AcelRx had presented the “Tongue and Done” slogan on its website, among other places, to highlight the ease of administering DSUVIA (i.e., sublingually) compared to other opioid painkillers, which are administered either orally (which requires a patient’s ability to swallow) or via intravenous injection.

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Key Takeaways: Life Sciences 2025 Outlook: Capital Markets Webcast (March 19)

March 24, 2025 | Posted by Ryan A. Murr; Branden C. Berns; Melanie E. Neary; Anika Gidwani Topic(s): Capital Markets; Trends and Insights

Melanie Neary, Branden Berns, and Ryan Murr of Gibson Dunn, along with Bud O’Hara of Jefferies, hosted a Life Sciences 2025 Outlook: Capital Markets webcast on Wednesday, March 19, 2025, breaking down capital market trends, deal activity, and industry expectations for life sciences in 2025.

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Introducing the Royalty Finance Tracker

March 19, 2025 | Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Dear friends and colleagues,

We are excited to introduce the Gibson Dunn Royalty Finance Tracker (https://www.gibsondunn.com/royalty-finance-tracker/) in conjunction with the launch of Biotech Briefings, where we have compiled all publicly announced royalty finance transactions amongst the most active funds that have occurred since January 1, 2020.

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Key Takeaways: Life Sciences 2025 Outlook: Royalty Finance Webcast (March 12)

March 18, 2025 | Posted by Todd J. Trattner; Ryan A. Murr; Topic(s): Royalty Finance; Trends and Insights

Todd Trattner and Ryan Murr of Gibson Dunn and Doug Prescott of TD Cowen hosted a Life Sciences 2025 Outlook: Royalty Finance webcast on Wednesday, March 12, in which they provided an integrated outlook on royalty finance in the life sciences industry, identifying trends and uncertainties that will shape the year ahead.

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SEC Expands Confidential Submission for Form S-1 Filings: New Rules Enhance Fundraising Options for Life Sciences Companies

March 17, 2025 | Posted by Branden C. Berns; Xuan Hong Tran; Topic(s): Capital Markets; SEC Updates; Trends and Insights

The Securities and Exchange Commission (SEC) has expanded confidential submission privileges for Form S-1 filings, benefiting many life sciences companies. As of March 3, 2025, public companies, including those that became public through reverse mergers and those subject to “baby shelf” limitations, can now submit draft registration statements for confidential review.

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Join us: Life Sciences 2025 Outlook: Capital Markets Webcast (March 19)

March 13, 2025 | Posted by Ryan A. Murr; Branden C. Berns; Melanie E. Neary; Topic(s): Capital Markets; Trends and Insights

You’re invited! Please join Ryan Murr, Branden Berns and Melanie Neary of Gibson Dunn and Bud O’Hara of Jefferies for a Life Sciences 2025 Outlook: Capital Markets webcast on Wednesday, March 19 from 1 – 1:45 pm ET / 10 – 10:45 am PT. We will provide an integrated outlook on capital markets in the life sciences industry, identifying trends and uncertainties that will shape the year ahead.

Register Here

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Editors

Rachel E. Baron

Branden C. Berns

Aaron K. Briggs

Jina L. Choi

Matt Donnelly

Pamela Lawrence Endreny

Gustav W. Eyler

Hui Fang

Carlo Felizardo

Mark Goldman

Bree Gong

Charlotte Jacobsen

Jin Hee Kim

Wynne Leahy

Jeff Lombard

Jane M. Love, Ph.D.

Mary Beth Maloney

Katlin McKelvie

Ryan A. Murr

Melanie E. Neary

John D.W. Partridge

Jonathan M. Phillips

Ryan Rott

Lindsey D. Schmidt

Samantha Sewall

Sam Shapiro

Eric B. Sloan

Adam M. Smith

Bradley P. Smith

Karen A. Spindler

Eric J. Stock

Xuan Hong Tran

Terrell Ussing

Jessica Valenzuela

Lindsay Bernsen Wardlaw

Stephen Weissman

Kamia Williams

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