Rourke Reed

Ryan M. Rourke Reed

Partner
Co-Chair, Capital Markets Practice
Boston

I guide leaders in rapidly evolving industries on high-stakes, complex offerings and exits by offering pragmatic and customized advice.

Ryan Rourke Reed represents public and private companies in a broad range complex corporate financing and other transformative transactions, including public offerings, debt financings, employment agreements, exits and general corporate governance. He has significant experience working with clients in the life sciences, technology and cannabis industries.

Ryan guides public companies with respect to ongoing periodic and current reporting requirements; Section 16 matters; annual and special stockholder meetings; and coordination of responses to any related SEC review regarding same. He also advises non-profit organizations with respect to formation and general governance matters, as well as non-profit mergers and collaborations.

Ryan is a co-editor of and frequent contributor to Foley Hoag’s Public Companies & the Law Blog where he offers insight around topics like diversity, ESG and market trends for late stage and publicly traded companies to consider.

Ryan is a key contributor to the firm's culture, serving in pivotal leadership roles. As Chair of the Hiring Committee, he strategically oversees talent acquisition and development for associate-level positions. Additionally, his active membership on the Diversity, Equity and Inclusion (DE&I) Committee allows him to collaborate closely with department heads and firm leadership. In this capacity, Ryan works diligently to foster an inclusive environment that not only attracts top talent but also ensures their engagement and long-term retention.

Education

  • Boston College Law School, J.D., cum laude, 2011
  • University of Notre Dame, B.A., cum laude, 2006

Bar and Court Admissions

BAR ADMISSIONS

  • Massachusetts

Experience

  • Ascend Wellness Holdings, Inc. (CSE: AAWH.U, OTCQX: AAWH), a leading multi-state, vertically integrated cannabis operator, in closing on a $50 million private placement of senior secured notes, issued at 97.5% of face value, and a supplemental part of a $235 million debt offering commenced in July and carry an interest rate of 12.75%
  • Butterfly Network, Inc. (NYSE: BFLY), a digital health company, on its $86.9 million public offering of its Class A common stock
  • ATB Capital Markets Inc. and its U.S. affiliate, as agent in connection with:
    • TerrAscend Corp’s (TSX:TSND) (OTCQX :TRSSF) private placement of US$20 million of units and convertible debentures
    • Canopy Growth Corp.’s (TSX: WEED)(Nasdaq: CGC) 
      • registered direct offering of up to $150.0 million of senior unsecured convertible debentures
      • private placement of US$35 million of units (common shares and warrants)
      • private placement of up to US$50 million of units (common shares and warrants)
  • Comera Life Sciences Holdings, Inc. (Nasdaq: CMRA), a life sciences company developing a new generation of bio-innovative biologic medicines to improve patient access, safety and convenience, in its:
    • Committed equity financing transaction for up to $30.0 million with Arena Business Solutions Global SPC II, Ltd.
    • $3.6 million PIPE of units (common stock and warrants), with warrants exercisable for an additional $5.9 million
    • $1.5 million private placement of senior secured notes and warrants
    • $4.1 million PIPE of units (common stock and warrants), with warrants exercisable for an additional $12.2 million
  • The Valens Company Inc. (Nasdaq: VLNS) (TSX: VLNS), a leading manufacturer of cannabis products:
    • in its CDN$32.3 million underwritten “bought deal” offering of units 
    • in gaining approval for an application to list its common shares on the Nasdaq Capital Market
    • its $C40 million bought deal public offering and concurrent U.S. private placement
    • in the acquisition of Green Roads worth up to $60M
  • Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF), a multi-state cannabis operator
    • in closing an underwritten public offering worth of approximately US$228 million of subordinate voting shares
    • in its US$350 million private placement of 8% Senior Secured Notes due 2026
    • in its C$115.5 million offering of subordinate voting shares
  • Organogenesis Holdings Inc. (Nasdaq: ORGO) and its wholly owned subsidiary Organogenesis Inc., a leading regenerative medicine company in:
    • $130 million PIPE of Series A Convertible Preferred Stock
    • its $64.7 million underwritten public offering of Class A common stock
    • its $50.3 million underwritten public offering of Class A common stock
    • its warrant exchange offer and consent solicitation
    • a SPAC IPO/reverse merger of Organogenesis Inc. with and into a wholly owned subsidiary of Avista Healthcare Public Acquisition Corp. (AHPAC), with Organogenesis Inc. surviving the merger and AHPAC changing its name to Organogenesis Holdings Inc.
    • its acquisition of NuTech Medical
  • Echelon Wealth Partners Inc. and its U.S. affiliate, as agent in connection with High Tide Inc.’s (Nasdaq: HITI)(TSXV:HITI)(FSE:2LYA) C$10.0 million bought deal public offering and concurrent U.S. private placement
  • Sensata Technologies, Inc., an indirect, wholly owned subsidiary of Sensata Technologies Holding plc (NYSE: ST) in its:
    • August 2020 Rule 144A offering of $750 million in aggregate principal amount of 3.750% senior notes due 2031
    • September 2019 Rule 144A offering of $450 million in aggregate principal amount of 4.375% senior notes due 2030
  • Entegris, Inc. (Nasdaq:ENTG), a world-class supplier of advanced materials and process solutions for the semiconductor and other high-tech industries, in its:
    • April 2020 Rule 144A upsized offering of $400 million in aggregate principal amount of 4.375% senior notes due 2028 
    • April 2021 Rule 144A offering of $400 million in aggregate principal amount of 3.625% senior notes due 2029 
  • New England Treatment Access, LLC (NETA), a leading Massachusetts-based cannabis company, in its sale to Surterra Wellness
  • Enanta Pharmaceuticals, Inc. (Nasdaq: ENTA), a clinical-stage biotechnology company dedicated to creating small molecule drugs for viral infections, in its:
    • $74.8 million public offering, which included the underwriters’ full exercise of their option to purchase additional shares 
    • $64.0 million initial public offering of common stock
    • sales agreement with Jefferies LLC for an up to $100.0 million ATM offering
  • Applied Genetic Technologies Corporation (Nasdaq: AGTC) in its:
    • sale to Syncona Limited (LON: SYNC) for approximately $23.5 million in cash ($0.34 per share)
    • $74.5 million underwritten public offering of common stock and warrants
    • $37.4 million underwritten public offering of common stock
    • $10.0 million underwritten public offering of common stock
    • $10.0 million underwritten public offering of common stock and warrants
    • sales agreement with Cantor Fitzgerald & Co. for an up to $25 million ATM offering
    • sales agreement with Cantor Fitzgerald & Co. for an up to $50 million ATM offering
  • Zosano Pharma Corporation (Nasdaq: ZSAN), a clinical-stage biopharmaceutical company:
    • in its $50.0 million underwritten public offering of common stock
    • in its $29.3 million underwritten public offering of common stock
    • in its common stock purchase agreement with Lincoln Park Capital Fund, LLC for up to $35 million
    • in its $7.5 million PIPE of units (common stock and warrants) with warrants exercisable for an additional $14.4 million
  • Bolt Technology Corporation (Nasdaq: BOLT), a leading supplier of marine seismic energy sources and replacement parts for offshore energy exploration, in its sale to Teledyne Technologies Incorporated
  • Dyax Corp. (Nasdaq: DYAX), a biopharmaceutical company, in its $30,000,000 registered direct offering to existing institutional investors
  • Ethos Cannabis, a multi-state cannabis operator, in connection with its acquisition of dispensaries in Pennsylvania and Maryland from 4Front Ventures Corp.
  • Parsagen Diagnostics Inc., a medical device company, in its sale to QIAGEN N.V.
  • Xcovery Holding Company LLC, a biopharmaceutical company, in multiple financing rounds, including a strategic investment by and collaboration with Betta Pharmaceuticals
  • Tyrogenex, Inc., a biopharmaceutical company, in multiple financing rounds, including a strategic investment by Brace Pharma, the U.S. investment company of EMS S/A
  • Accela, Inc., the leading provider of cloud-based civic engagement solutions for government, in connection with its acquisition of each of PublicStuff, Springbrook Software, SoftRight, Decade Software, Kinsail and Envista
  • FoodShouldTasteGood, Inc., a natural foods maker, in its sale to General Mills, Inc.
  • Healthjump, Inc., in connection with its acquisition of substantially all of the assets of DataTrade Solutions, Inc., a Healthcare IT consulting, development and support company
  • Innovent Biologics, Inc., a Chinese biopharmaceutical company in multiple venture financing rounds
  • Evaporated Metal Films Corporation, a subsidiary of Dynasil Corporation of America (Nasdaq: DYSL), in connection with its acquisition of substantially all of the assets of DichroTec Thin Films, LLC, a Rochester, NY-based optical thin film coating manufacturer
  • Dynasil Corporation of America (Nasdaq: DYSL), in connection with the sale of its X-Ray Florescence (XRF) Lead Paint Detector product line to PROTEC Instrument Corporation, the U.S. subsidiary of its long-time distributor, French firm Laboratories PROTEC S.A.
  • RMD Instruments Corp., a subsidiary of Dynasil Corporation of America (Nasdaq: DYSL), in connection with the sale of its Navigator gamma probe business to Dilon Technologies Inc.
  • James Russell Engineering Works, a manufacturer of aluminum and stainless-steel cryogenic transport trailers used for hauling liquid oxygen, nitrogen, argon, hydrogen, and liquefied natural gas, in connection with the sale of substantially all of its assets to Worthington Industries Inc.
  • RCN Telecom Services, LLC in its Rule 144A and Regulation S Senior Note Offering
  • Archimedes Systems, Inc., a personal financial planning company, in its sale to Wealth Management Systems Inc.
  • ABRY Partners, in connection with its minority investment in One Source Networks, a cloud and managed services partner for large enterprises. 
  • Corelink Data Centers, LLC, in connection with the sale of substantially all of its assets to the Zayo Group.
  • OPNET Technologies, Inc. in its strategic acquisition of Clarus Systems, Inc.
  • Columbia Capital, in its strategic investment in IntelliBatt, a California-based battery back-up and predictive services company.

PROFESSIONAL EXPERIENCE
  • Summer Clerk, Honorable Mary Orfanello, Quincy District Court

Honors & Involvement

HONORS
  • 2016 Boston’s Future Leaders Program, a year-long program led by the Greater Boston Chamber of Commerce for 80 of the region’s most talented emerging professionals that includes sessions at both Harvard Business School and Suffolk University’s Sawyer Business School
  • Boston College International and Comparative Law Review, Articles Editor
INVOLVEMENT
  • Member, American Bar Association
  • Supporter and Former Teacher, Paraclete Center (an after-school program in South Boston)
  • Supporter and Former Donations and Accounting Manager, Maranyundo Initiative (a Boston-based non-profit that built and supports an all-girls middle school (and soon to be high-school as well) in Nyamata, Rwanda)

Other Events

  • “Benefit Corporations: Massachusetts, Delaware, and Why Tax-Exempt Organizations Should Use Them," Boston Bar Association (March 2014)