Gibson Dunn represented Gyre Therapeutics, Inc. on its underwritten public offering of common stock, generating gross proceeds of approximately $23 million. Jefferies acted as lead book-running manager for the offering, and H.C. Wainwright & Co. acted as co-manager.

Gyre is a commercial-stage biotechnology company with a record of success in developing and commercializing small-molecule anti-inflammatory and anti-fibrotic drugs targeting organ diseases, with a specific focus on organ fibrosis. The company is based in San Diego, California.

Gibson Dunn regularly advises life sciences companies and investors on complex capital markets transactions in the biotechnology sector.

The Gibson Dunn team included Ryan Murr, Branden Berns, Candice Johnson, Jasmine Vitug, and Anika Gidwani. Team members advising on additional aspects of the transaction include Fang Xue and Jiayi Lin (China aspects).

Gibson Dunn is representing XOMA Royalty Corporation, a publicly traded biotech royalty aggregator, on its acquisition of Turnstone Biologics Corp.

Turnstone Biologics Corp. is a biotechnology company that was focused on developing new medicines to treat and cure patients with solid tumors.

Gibson Dunn regularly advises life sciences companies and investors on complex acquisitions in the biotechnology sector.

The Gibson Dunn corporate team includes Branden Berns and Chad Kang. Team members advising on additional aspects of the transaction include Jennifer Sabin (Tax) and Sean Feller and Spencer Bankhead (Employee Benefits).

Gibson Dunn represented Cogent Biosciences, Inc. on an underwritten public offering of common stock that generated aggregate gross proceeds of approximately $230 million. J.P. Morgan Securities LLC, Leerink Partners LLC, and Guggenheim Securities, LLC acted as joint book-running managers for the offering, and LifeSci Capital LLC acted as lead manager.

Cogent is a biotechnology company focused on developing precision therapies for genetically defined diseases. The company is based in Waltham, Massachusetts, and Boulder, Colorado.

Gibson Dunn regularly advises life sciences companies and investors on complex capital markets transactions in the biotechnology sector.

This update breaks down the more than 47,000 public comments submitted on the Department’s proposed rule in a detailed white paper.

Earlier this year, the U.S. Department of Labor proposed a new rule that would establish a process-based safe harbor for fiduciaries selecting investment options for participant-directed defined contribution retirement plans, which, if met, would give rise to a presumption that the fiduciaries satisfied their duty of prudence under the Employee Retirement Income Security Act. The rule has the potential to significantly curb meritless class actions targeting 401(k) plans. And although the rule applies to all investment selections, part of the Department’s reason for issuing it is to implement Executive Order No. 14330, Democratizing Access to Alternative Assets for 401(k) Investors, and it will be particularly welcome by fiduciaries considering offering exposure to alternative assets offered by private equity firms, real estate fund managers, and other alternative fund managers. The proposal could prove the most impactful rule issued by the Department during President Trump’s second term.

Gibson Dunn partners Andrew Kilberg and Brian Richman and associates Aaron Hauptman and Robert Frey break down the more than 47,000 public comments submitted on the Department’s proposed rule in a detailed white paper, examining who lined up behind the proposed process-based safe harbor, who pushed back, and what the comment docket signals for the shape and timing of the final rule.

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The following Gibson Dunn lawyers prepared this update: Andrew G.I. Kilberg, Brian Richman, Aaron Hauptman, and Robert Frey.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the issues discussed above. Please contact the Gibson Dunn lawyer with whom you usually work, any leader or member of the firm’s Administrative Law & Regulatory, ERISA Litigation, Executive Compensation & Employee Benefits, Investment Funds, or Real Estate / REITS practice groups, or the authors:

Administrative Law & Regulatory:
Eugene Scalia – Washington, D.C. (+1 202.955.8543, shenry@gibsondunn.com)
Andrew G.I. Kilberg – Washington, D.C. (+1 202.887.3759, akilberg@gibsondunn.com)
Brian Richman – Dallas (+1 214.698.3466, brichman@gibsondunn.com)

ERISA Litigation:
Karl G. Nelson – Dallas (+1 214.698.3203, knelson@gibsondunn.com)
Ashley E. Johnson – Dallas (+1 214.698.3111, ajohnson@gibsondunn.com)
Jennafer M. Tryck – Orange County (+1 949.451.4089, jtryck@gibsondunn.com)

Executive Compensation & Employee Benefits:
Michael J. Collins – Washington, D.C. (+1 202-887-3551, mcollins@gibsondunn.com)
Sean C. Feller – Los Angeles (+1 310.551.8746, sfeller@gibsondunn.com)
Krista Hanvey – Dallas (+1 214.698.3425, khanvey@gibsondunn.com)

Investment Funds:
Kevin Bettsteller – Los Angeles (+1 310.552.8566, kbettsteller@gibsondunn.com)
Shannon Errico – New York (+1 212.351.2448, serrico@gibsondunn.com)
Blake E. Estes – New York (+1 332.253.7778, bestes@gibsondunn.com)
Marian Fowler – Washington, D.C. (+1 202.955.8525, mfowler@gibsondunn.com)
MacRae Robinson – New York (mmrobinson@gibsondunn.com)

Real Estate / REITS:
David Perechocky – New York (+1 212.351.6266, dperechocky@gibsondunn.com)

© 2026 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.

Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.

Gibson Dunn announced today that Margaux J. Hall has joined the firm as a partner in its FDA and Health Care and Life Sciences Practice Groups in Washington, D.C.  Margaux is a leading health regulatory lawyer who advises pharmaceutical manufacturers, investors, and other entities in the supply chain on drug pricing, market access, and value-based arrangements.

“Margaux is a go-to advisor to clients across the pharmaceutical supply chain on drug pricing and market access issues, and her arrival further strengthens our premier FDA and health care platform,” said Jonathan M. Phillips, Co-Chair of the FDA and Health Care Practice Group. “As pricing and reimbursement issues increasingly influence transactions, commercialization strategy, and investment decisions across the life sciences industry, her specialized expertise—combined with our deep bench across regulatory, transactional, white collar, and litigation disciplines—positions us to advise clients on their most consequential matters.”

“The regulatory and enforcement landscape surrounding drug pricing has become more aggressive, with federal and state authorities increasing their scrutiny of industry,” said Gus Eyler, Co-Chair of the FDA and Health Care and Consumer Protection Practice Groups. “Margaux has been at the forefront of these developments, and her experience enhances our ability to help pharmaceutical and biotech clients manage high-stakes investigations, enforcement actions, and related litigation.”

“Gibson Dunn’s unmatched platform across regulatory, litigation, investigations, and transactional practices creates an exceptionally strong foundation for advising clients on today’s pricing and market access challenges,” said Margaux. “I’m excited to join a team with the breadth, sophistication, and collaborative culture to help life sciences clients navigate one of the industry’s most dynamic and rapidly evolving areas.”

Gibson Dunn’s market-leading FDA and Health Care Practice Group provides clients with strategic advice on complex legal issues related to regulated products and health care services. With a team of more than 80 lawyers spanning 12 offices around the world, the group includes a deep bench of former prosecutors and government officials, including a former Director of the U.S. Department of Justice’s Consumer Protection Branch and a former Deputy General Counsel at the U.S. Department of Health and Human Services.

About Margaux J. Hall

Margaux represents pharmaceutical manufacturers, investors, and others in the supply chain on drug pricing, market access, and value-based arrangements. She advises clients on the transformative legal and policy changes affecting pricing, reimbursement, coverage, and access to drugs, vaccines, and devices. She regularly provides health regulatory counsel on mergers and other transactions, as well as government enforcement and litigation matters.

Margaux has dedicated her career to understanding health care in the U.S. and worldwide; she has pursued a Fulbright Program fellowship to research health care law and health system reform in South Africa and led similar research programs at the World Bank Group. Prior to joining Gibson Dunn, Margaux was a partner at an international law firm.

Gibson Dunn is counsel to Space Exploration Technologies Corp. (SpaceX) on its $75 billion initial public offering, one of the most significant and complex capital markets transactions ever undertaken.

This market-defining offering is the largest IPO in history by far. As part of the IPO, Gibson Dunn also led the first truly global retail offering, enabling participation by retail investors across six jurisdictions around the world, and the first use of the United Kingdom’s Public Offer Platform (POP) regime.

“We are deeply honored to work closely with the extraordinary SpaceX team on this historic IPO,” said Hillary H. Holmes, Co-Chair of Gibson Dunn’s Capital Markets Practice Group. “SpaceX’s visionary leadership has not only redefined aerospace and technology but has now delivered one of the most transformative capital markets events in history. We are proud to have partnered with them to pioneer new innovations in deal structure, global retail access, governance, and market practice. We executed this extraordinarily complex transaction with the same level of excellence, precision, and speed that defines SpaceX itself.”

Working on an accelerated timeline, a multidisciplinary Gibson Dunn team advised on capital markets, corporate governance, securities regulation, executive compensation, Texas corporate law, AI, aerospace, M&A, regulatory, and other aspects of the transaction. Many of the issues and solutions were first of their kind. The matter also drew on Gibson Dunn’s global presence, bringing together more than 50 lawyers across the United States, the United Kingdom, Spain, and Germany.

This offering also marks a significant milestone as the first IPO listed on Nasdaq Texas. Gibson Dunn advised Nasdaq on the creation and launch of the US’ newest stock exchange, Nasdaq Texas, and has led many significant Texas capital markets and redomiciliation transactions. The SpaceX IPO further underscores the firm’s role at the center of Texas’s emergence as a global leader in capital formation.

Gibson Dunn has proudly advised SpaceX on its most transformative transactions, including its acquisition of xAI, its strategic partnership with Cursor, and its acquisition of EchoStar’s AWS-4 and H-block spectrum portfolio, led by partners George Sampas and Robert Little. SpaceX’s landmark IPO, as well as these M&A matters, reflect Gibson Dunn’s experience tackling the most challenging transactions and advising companies at the forefront of innovation across the aerospace, datacenter, infrastructure, energy, and technology sectors.

Our SpaceX Team

The Gibson Dunn capital markets team is led by partners Hillary Holmes, Harrison Tucker, and Atma Kabad and includes associates Benjamin Blefeld, Muriel Hague, Malakeh Hijazi, Lawrence Lee, Mashoka Maimona, Anna Strong, and Daniel Quesenberry, and of counsel Rodrigo Surcan, Robbie Hopkins, Marie Kwon, and Patrick Cowherd. Partners Julia Lapitskaya and Gerry Spedale, of counsel Rob Kelley and David Korvin, and associates Jenny Chen, Antony Nguyen, and Matthew Dolloff are advising on governance matters. Partners Thomas Kim, Brian Lane, Osman Nawaz, Mellissa Campbell Duru, and Alan Bannister are advising on securities regulation aspects. Partners Gerry Spedale and Collin Cox and associate Jack DiSorbo are advising on Texas corporate and litigation law aspects. Partners Gina Hancock and Krista Hanvey and associate Heather Monte are advising on employee compensation. Partners George Sampas, Rob Little, and Chris Trester are advising on M&A aspects. Partners Cassandra Gaedt-Sheckter, Vivek Mohan, and Frances Waldmann and associates Kyle Clendenon and Arjun Rangarajan are advising on AI aspects. Partners Madalyn Miller, Matthew Axelrod, and Lindsay Paulin and associate Chris Mullen are advising on aerospace regulatory aspects. Partner Michael Murphy is advising on environmental aspects and partner Bradley Smith is advising on antitrust aspects. Partners Brian Lutz and Stephanie Brooker and associate Greg Boden are advising on litigation aspects. Partners Michael Cannon and Eric Sloan, of counsel Kate Long, and associate Sophia Helverson are advising on tax aspects.

For the global offerings: In London, partners Steve Thierbach, Michelle Kirschner, Chris Haynes, and Benjamin Fryer, of counsel Thomas Barker, Martin Coombes, and Graham Crocker, and associates Libby Sycamore, and Konstantinos Flogaitis advised on U.K. retail offering aspects. In Madrid, partner Armando Albarrán and of counsel Alfonso Bernar advised on EU retail offering aspects. In Munich, partner Ferdinand Fromholzer advised on EU retail offering aspects.

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MCLE CREDIT INFORMATION:

This program is CLE approved in accordance with the requirements of the California MCLE Board for a maximum of 3.0 credit hours toward Technology in the Practice of Law. California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit. This program is CLE approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 3.0 credit hours, of which 2.0 may be applied toward the areas of Practice Management, and 1.0 to the area of Professional Practice.  This course is content is approved for transitional/non-transitional credit.  To receive New York CLE credit, please email the CLE Department at CLE@gibsondunn.com with the title(s) of the presentation(s) you viewed so that the corresponding MCLE form can be provided.

Gibson Dunn has further strengthened its premier Business Restructuring and Reorganization Practice Group and European presence with the addition of leading restructuring lawyers Leo Plank and Sacha Lürken in Munich.

Leo joined the firm this week and brings more than two decades of experience advising on complex cross-border financial restructurings and insolvency matters across Germany and Europe.

Sacha is a senior restructuring lawyer with extensive creditor-side experience in cross-border insolvency and restructuring matters, including for financial institutions and in German bond restructurings. He will join the firm in the coming weeks.

“Leo and Sacha’s arrival marks the continued expansion of our global restructuring practice. In 2025, we significantly grew our capabilities in the U.S. and across Europe to meet the increasing demand from large European-based mandates,” said Scott Greenberg, Global Chair of Gibson Dunn’s Business Restructuring and Reorganization Practice Group. “Leo and Sacha’s reputation and leadership across the German and broader European restructuring markets make them ideally positioned to drive that strategy, and their experience is invaluable to our clients navigating complex financial challenges globally.”

Jean-Pierre Farges, Head of the Business Restructuring and Reorganization Practice Group in Europe, added: “Leo and Sacha are a dynamic and highly respected team whose arrival deepens our European and German platform. Their strategic market insight, team-building ability, and strong client relationships further position us to meet growing client demand across the continent.”

“We are delighted to have Leo and Sacha join our team in Germany. Their arrival demonstrates the firm’s commitment to growing strategic areas of our global practice—and to giving our clients an exceptional team on the ground in Munich and Frankfurt,” said Benno Schwarz, Partner in Charge of Gibson Dunn’s Munich office.

“We are excited to join Gibson Dunn at a pivotal moment for the restructuring market, as companies rethink their capital structures and business models,” said Leo. “The firm’s global platform, deep relationships with financial institutions, and strategic vision for Europe align with our ambitions to expand a leading restructuring platform in Germany and across Europe. We look forward to working with Scott, Jean-Pierre, and the exceptional team to further strengthen the firm’s leading restructuring practice.”

Gibson Dunn’s Business Restructuring and Reorganization Practice Group—renowned for handling some of the world’s largest and most complex matters and for its leading position in the U.S. and Europe—has continued to expand its global footprint. Leo’s arrival follows the additions of Lisa Stevens in 2024 and Chris Howard and Presley Warner in 2025—partners who have helped build one of London’s most respected restructuring teams.

The London team has advised on several of the most significant U.K. and cross-border matters in recent years, including Oriflame’s recapitalization and Ardagh Group’s debt restructuring. The practice also has a strong presence in France, where it has advised on major transactions, including the €24 billion restructuring of Altice France and the €9 billion restructuring of Netceed.

About Leo Plank
Leo has advised on major cross-border restructurings, including the multibillion-euro restructurings of Agrokor d.d. in Croatia and HETA Asset Resolution AG in Austria, as well as many of the largest LBO restructurings in Germany. He has extensive experience in complex German financial restructurings and has played a leading role in matters involving Tele Columbus, Rodenstock, A.T.U., Apcoa, IVG, Galapagos, Leoni, and Flint, among others.

About Sacha Lürken
Sacha served as a partner at an international law firm in Germany for more than 15 years. His experience includes leading roles in matters involving Wirecard, Hertz, Steinhoff, SolarWorld, Scholz, Prokon, IVG, and Q-Cells, among others.

Gibson Dunn is representing Concentra Biosciences, an affiliate of Tang Capital Management, on its acquisition of CARGO Therapeutics, Inc. (Nasdaq: CRGX), a biotechnology company that has focused on developing CAR T-cell therapies.

Gibson Dunn regularly advises life sciences companies and investors on mergers and acquisitions in the biotechnology and cell therapy sectors.

The Gibson Dunn corporate team includes Ryan Murr and Evan Shepherd.

Gibson Dunn represented XOMA Royalty Corporation in connection with the acquisition of ESSA Pharma Inc. (Nasdaq: EPIX) by XenoTherapeutics, Inc., where XOMA Royalty is acting as structuring agent and guarantor and will provide financing to XenoTherapeutics in connection with the transaction. ESSA is a pharmaceutical company that was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. The transaction, which signed on July 14, 2025, is expected to close in the third quarter of 2025.

Gibson Dunn regularly advises life sciences companies and investors on complex mergers, acquisitions, and related financing transactions in the pharmaceutical sector.

The Gibson Dunn team included Ryan Murr, Branden Berns, Evan Shepherd, Advait Ramanan, Hunter Michielson, and Risa Nakagawa. Team members advising on additional aspects of the transaction include Pamela Lawrence Endreny and Bree Gong (tax) and Sean Feller (executive benefits).

Gibson Dunn is representing Concentra Biosciences, an affiliate of Tang Capital Management, on its acquisition of iTeos Therapeutics, Inc. (Nasdaq: ITOS), a biotechnology company that is pioneering the discovery and development of highly differentiated immuno-oncology therapeutics for patients.

Gibson Dunn regularly advises life sciences companies and investors on mergers and acquisitions in the biotechnology and immuno-oncology sectors.

The Gibson Dunn corporate team includes Ryan Murr and Evan Shepherd.

Gibson Dunn is advising US WorldMeds, a specialty pharmaceutical company, on its acquisition of Adaptimmune Therapeutics’s TECELRA, lete-cel, afami-cel, and uza-cel cell therapies. Gibson Dunn also advised US WorldMeds on a financing, of which the first tranche will be used to provide funds for the acquisition, led by funds managed by Oaktree Capital Management, L.P., with participation from funds managed by Athyrium Capital Management, LP.

Gibson Dunn regularly advises life sciences companies on complex acquisition and financing transactions in the cell therapy and biopharmaceutical sectors.

The Gibson Dunn team includes Branden Berns, Jin Hee Kim, Todd Trattner, Alison Beal, Yair Galil, Sam Shapiro, Iris Crabtree Hill, and Matthew Staugaard.

Gibson Dunn is representing Shattuck Labs, Inc. in connection with a private placement of securities expected to generate aggregate gross proceeds of up to approximately $103 million to a syndicate of healthcare investors led by OrbiMed, including a large, healthcare-dedicated fund, Coastlands Capital, Prosight Capital, Adage Capital, Redmile Group, and NextBio Capital.

Shattuck Labs, Inc. is a biotechnology company pioneering the development of novel therapeutics targeting tumor necrosis factor superfamily receptors for the treatment of patients with inflammatory and immune-related diseases. Shattuck has offices in both Austin, Texas and Durham, North Carolina.

Gibson Dunn regularly advises life sciences companies and healthcare investors on private placements and capital markets transactions in the biotechnology sector.

The Gibson Dunn team included Ryan Murr, Branden Berns, Melanie Neary, Candice Johnson, Jasmine Vitug, and Anika Gidwani.

Gibson Dunn represented Arrowhead Pharmaceuticals on the signing of an asset purchase agreement between Sanofi and Visirna Therapeutics, a majority-owned subsidiary of Arrowhead. Under the terms, Sanofi will acquire rights to develop and commercialize investigational plozasiran in Greater China. Visirna will receive an upfront payment of $130 million from Sanofi and is eligible to receive further milestone payments of up to $265 million. Arrowhead is further eligible to receive royalties on net commercial product sales of plozasiran in Greater China as part of the Arrowhead-Visirna license agreement assigned in part to Sanofi.

Gibson Dunn regularly advises life sciences companies on complex cross-border transactions and strategic licensing arrangements in the biopharmaceutical sector.

The Gibson Dunn team was led by Karen Spindler, Jin Hee Kim, Paul Rafla, and Sonari Chidi. Pamela Endreny and Ryan Rott are advising on tax aspects; Cassandra Gaedt-Sheckter and Courtney Wang are advising on data privacy aspects; and John Partridge and Ning Ning are advising on compliance aspects.

Gibson Dunn represented Neurogene Inc. on establishing an at-the-market facility for the sale of up to $150 million of its common stock.

Neurogene Inc. is developing novel approaches and treatments to address the limitations of conventional gene therapy in central nervous system disorders.

Gibson Dunn regularly advises life sciences companies on capital markets transactions, including at-the-market offerings and equity financings.

The Gibson Dunn team included Branden Berns, Ryan Murr, Candice Johnson, and Anika Gidwani.

Gibson Dunn is representing XOMA Royalty Corporation, a publicly traded biotech royalty aggregator, on its acquisition of HilleVax, Inc. (Nasdaq: HLVX), a biopharmaceutical company that was focused on developing and commercializing novel vaccines.

Gibson Dunn regularly advises life sciences companies and investors on complex mergers and acquisitions in the biotechnology sector.

The Gibson Dunn corporate team includes Ryan Murr, Branden Berns, and Chad Kang. Team members advising on additional aspects of the transaction include Pamela Lawrence Endreny (tax), Sean Feller and Spencer Bankhead (employee benefits), Jessica Valenzuela, Hazel Granada, and Minae Seog (litigation).

Gibson Dunn advised KKR in connection with its participation in the Series A financing round of Expedition Therapeutics, Inc., an early-stage biotechnology company in-licensing assets from Asia for global development.

Gibson Dunn regularly advises investors and life sciences companies on venture financings and strategic transactions in the biotechnology sector.

The Gibson Dunn corporate team included Isabel Berger, Mark Goldman, and Sarah Reder. Christian Riis-Madsen, Pedro G. Soto, Jonas L. Jousma, and Alex Delipallas-O’Donnell advised on regulatory matters.

Gibson Dunn represented Jade Biosciences, Inc. in connection with a private placement of securities generating aggregate gross proceeds of approximately $135 million to both new and existing investors including Janus Henderson Investors, Fairmount, RA Capital Management, Marshall Wace, Aberdeen Investments, Great Point Partners, LLC, Venrock Healthcare Capital Partners, Samsara BioCapital, Avidity Partners, and several other leading healthcare investors.

Jade Biosciences is a clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade is based in Massachusetts.

Gibson Dunn regularly advises life sciences companies and healthcare investors on private placements and capital markets transactions in the biotechnology sector.

The Gibson Dunn team included Ryan Murr, Branden Berns, Nick Linke, Candice Johnson, Jasmine Vitug, and Lauren Guzman.

Gibson Dunn is advising Ultragenyx Pharmaceutical Inc. on its sale of a portion of future North American royalties on Crysvita® (burosumab) for $400 million.

Gibson Dunn regularly advises life sciences companies on complex royalty monetization and strategic transactions in the biopharmaceutical sector.

The Gibson Dunn corporate team is led by Ryan Murr and Karen Spindler and includes George Hang. Pamela Lawrence Endreny and Ryan Rott are advising on tax aspects.

Gibson Dunn represented MoonLake Immunotherapeutics in a public offering of Class A ordinary shares generating gross proceeds of approximately $75 million.

MoonLake Immunotherapeutics is a clinical-stage biopharmaceutical company unlocking the potential of sonelokimab, a novel investigational Nanobody® for the treatment of inflammatory disease, to revolutionize outcomes for patients. MoonLake was founded in 2021 and is headquartered in Zug, Switzerland.

Gibson Dunn regularly advises life sciences companies on capital markets transactions and public offerings in the biopharmaceutical sector.

The Gibson Dunn team included Ryan Murr, Branden Berns, Nick Linke, Lauren Navarro, Mashoka Maimona, and Risa Nakagawa.