Justin Santarosa practices in the area of corporate law with an emphasis on mergers and acquisitions and securities law. Mr. Santarosa advises public and private companies throughout their life cycle on a variety of corporate matters and capital market transactions, including mergers and acquisitions, joint ventures, regulatory compliance, IPOs, follow-on equity offerings as well as general corporate matters. Mr. Santarosa advises clients in a variety of industry sectors, including cannabis, consumer products, energy, financial services, life sciences, and transportation.
Mr. Santarosa is a graduate of the University of the Pacific, McGeorge School of Law, and a graduate of Colorado State University, Fort Collins.
Areas of Practice
- Capital Markets
- Private Equity
- Mergers and Acquisitions
Represented Forian Inc. (Nasdaq: FORA), a provider of software and technology-enabled services for the healthcare and cannabis industries, in its business combination with Medical Outcomes Research Analytics, LLC and Helix Technologies, Inc.
Represented First Choice Bancorp (Nasdaq: FCBP), the holding company of First Choice Bank, in its sale to Enterprise Financial Services Corp (Nasdaq: EFSC), the holding company of Enterprise Bank & Trust, in an all-stock merger valued at nearly $400 million.
Represented Pennsylvania Machine Works LLC, a leading manufacturer in the forged pressure fitting industry, in connection with the multimillion-dollar sale of all of its outstanding equity to Wynnchurch Capital Partners.
- Represented Houlihan Lokey, Inc. (NYSE:HLI) in its acquisition of Freeman & Co. LLC, an independent advisory firm in the financial services industry.
- Represented FLRish, Inc. dba Harborside, a California cannabis company, in its reverse takeover transaction with Canada-based Lineage Grow Company.
- Counsel to SunPower (Nasdaq:SPWR) relating to negotiation of asset purchase agreement and stockholders agreement in connection with spin-off of a microinverter business entering into long-term Master Supply Agreement with Enphase Energy.
- Represented Cannex Capital Holdings, Inc., a large-scale cannabis cultivator and manufacturer, as U.S. counsel in connection with its merger with cannabis company 4Front Holdings LLC to form 4Front Ventures Corp. (CSE: FFNT).
- Represented Donegal Mutual Insurance Company and Donegal Group Inc. (Nasdaq: DGICA and DGICB) in connection with its acquisition of Donegal Financial Services Corporation (“DFSC”) and its wholly owned subsidiary, Union Community Bank, to Northwest Bancshares, Inc. (Nasdaq: NWBI) for approximately $115 million in a combination of cash and Northwest Bancshares common stock
- Counsel representing SunPower (Nasdaq:SPWR) in connection with bid for and acquisition of SolarWorld Americas, Inc.
- Represented Naked Brand Group Inc. (Nasdaq: NAKD), an innovative fashion and lifestyle brand, in its merger with privately held Bendon Limited, a New Zealand/Australian entity in approved Merger Agreement, under which Naked and Bendon became wholly-owned subsidiaries of Naked Brand Group Limited.
Represented Virios Therapeutics, Inc. (Nasdaq: VIRI), a biotechnology company focused on advancing antiviral therapies to treat diseases associated with an abnormal immune response, such as fibromyalgia, in its initial public offering.
Represented Annovis Bio, Inc. (NYSEAMERICAN: ANVS ), a manufacturer of pharmaceuticals for the treatment of neurodegenerative diseases, in connection with its initial public offering.
Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $59 million overnight marketed offering.
Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $32 million public offering, pursuant to a takedown on a Canadian shelf registration.
Served as U.S. counsel to BGP Acquisition Corp., a Canadian special purpose acquisition corporation (SPAC), in its $115 million initial public offering, which is targeting a Qualifying Transaction in the U.S. cannabis industry and/or related sectors.
Represented Valley Republic Bancorp, a bank holding company, in its $20 million fixed-to-floating rate subordinated debt offering to institutional and private accredited investors.
Represented The Lovesac Company (Nasdaq:LOVE) in completing a $103.5 million underwritten public offering of 2,875,000 shares of its common stock, at a price of $36.00 per share.
Represented The Lovesac Company (Nasdaq: LOVE), a technology-driven modular furniture designer and manufacturer, in its $64.4 million initial public offering.
- Served as regulatory counsel for a venture capital firm in its first investment in the cannabis industry, a $35 million Series B funding round for online cannabis inventory and ordering platform.
- Cannabis regulatory counsel for a private credit asset management firm in connection with a $50 million secured financing to a premier producer of packaging and other ancillary products and services to the cannabis and hemp industries.
- Represented a Canadian private equity firm in connection with a $25 million Series A investment in a vertically-integrated cannabis company in California.
Mergers & Acquisitions
Private Investment Funds
- University of the Pacific, McGeorge School of Law, J.D., 2010
- Colorado State University, B.A., 2006
- Duane Morris LLP
- Associate, 2017-present
- Horgan Rosen Beckham & Coren LLP
Contributor, Duane Morris Cannabis Industry Blog
- Co-author, "How Will the Anti-Money Laundering Act of 2020 Affect Bank Secrecy Act Compliance for Financial Institutions?" Duane Morris Alert, March 10, 2021
- Author, "Deal Terms," Cannabis Capital: How to Get Your Business Funded in the Cannabis Economy, December 2019
Quoted, "Building Buds," Los Angeles Business Journal, December 24, 2018
Selected Speaking Engagements
- Presenter, "Cannabis 304: Investing in Cannabis in the COVID-19 Era," The Duane Morris Cannabis Webinar Series, July 8, 2020
- Presenter, "Cannabis 302: The Impact of COVID-19 on the California Cannabis Market," The Duane Morris Cannabis Webinar Series, April 10, 2020
Presenter, "Cannabis 203: Investing in Cannabis," The Duane Morris Cannabis Webinar Series, July 18, 2019
Presenter, "Cannabis 105: Investing in Cannabis," The Duane Morris Cannabis Webinar Series, May 15, 2018