Marianne C. Sarrazin

Marianne Sarrazin is a partner in the firm’s Life Sciences group. With a focus on the biotech and medtech industries, she regularly advises such companies on going public — via traditional IPO or alternative path to public (reverse merger or deSPAC). Marianne also frequently serves as outside general counsel to her public company clients, closely advising management teams and boards of directors on a wide variety of matters, including ongoing SEC reporting and US securities law requirements, as well as Nasdaq compliance and other corporate governance matters, including diversity initiatives. She also routinely represents clients — both US and foreign private issuers — in public and private capital markets transactions including follow-on offerings, at-the-market offerings and PIPEs.

Recent Life Sciences Transactions

• Advised Sagimet Biosciences in its $85 million initial public offering 
• Advised BTIG as sales agent in its $100 million ATM program with Outlook Therapeutics
• Advised Fulcrum Therapeutics on its $125 million and $75 million follow-on offerings
• Advised Celularity on its $150 million pre-paid advance agreement with YA II PN, Ltd.
• Advised Celularity on its $30 million PIPE
• Advised Celularity on its $150 million ATM program
• Advised a clinical stage biotechnology company on its proposed initial public offering*
• Advised a Nasdaq-listed clinical stage biopharmaceutical ophthalmic company on its $40 million “at-the-market” offering program*
• Advised a Nasdaq-listed clinical stage biopharmaceutical ophthalmic company on its $35 million follow-on offering and $3 million concurrent private placement*
• Advised a Nasdaq-listed clinical stage genomic medicine company on its $150 million “at-the-market” offering program*
• Advised a Nasdaq-listed clinical stage biopharmaceutical company on its reverse merger with a private company
• Advised a Nasdaq-listed clinical stage biopharmaceutical ophthalmic company on its $10 million follow-on offering and concurrent private placement*
• Advised a Nasdaq-listed Swiss clinical stage biopharmaceutical company on its $18 million follow-on offering*
• Advised a Nasdaq-listed Canadian clinical stage biopharmaceutical company on its $45 million follow-on offering*
• Advised a Nasdaq-listed Canadian clinical stage biopharmaceutical company on its $25 million private placement
• Advised a Nasdaq-listed clinical stage immunology company on a $250 million private placement concurrent with a license agreement
• Advised a Nasdaq-listed genomic medicine company on its $225 million private placement concurrent with a license agreement

Recent Reverse Merger Transactions (including SPAC/deSPAC)

• Advising Korro Bio, Inc. on its proposed business combination with Frequency Therapeutics, including a $117 million pre-closing private placement
• Advising Magenta Therapeutics, Inc. on its proposed business combination with Dianthus Therapeutics, Inc.
• Advising Vascular Biogenics. Ltd. on its proposed business combination with Notable Labs, Inc.
• Advised EQRx, Inc. in its $1.8 billion definitive merger agreement with CM Life Sciences III, a special purpose acquisition company (SPAC)
• Advised a cellular therapeutic company in its proposed business combination with a Nasdaq-listed SPAC and concurrent PIPE*
• Advised a private digital auto insurance platform company on its initial business combination with a Nasdaq-listed SPAC and concurrent PIPE*
• Advised a SPAC on its $80 million initial public offering*
• Advised an electric vehicle company on its SEC reporting and other obligations post-business combination with a Nasdaq-listed SPAC*
• Advised an electric vehicle company on its SEC reporting and other obligations post-business combination with a NYSE-listed SPAC*

*Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Marianne was most recently a Special Counsel at Cooley LLP. Prior to Cooley, she was Special Counsel at Reed Smith LLP. Marianne began her career at Cleary Gottlieb Steen & Hamilton.