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Contact Information

12544 High Bluff Drive, Suite 300
San Diego, California 92130
Direct Phone: 619.515.3209
Direct Fax: 619.744.5456

1020 Marsh Road, Suite 200
Menlo Park, California 94025
Direct Phone: 650.645.9001

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Roger is the leader of Procopio's Emerging Growth and Technology Practice Group. Roger has extensive experience counseling start-up and emerging growth companies in the information technology, telecommunications, life sciences and cleantech industries. He also represents high net worth individuals, angel and venture capital investors who focus on investing in companies in these industries. His practice includes corporate formation and entity selection, corporate governance, assisting clients develop a funding strategy and the alternatives available to entrepreneurs, venture capital and other private equity financings, convertible note and other debt financing arrangements; mergers and acquisitions, corporate reorganizations and restructurings, the implementation of equity incentive plans, licensing, OEM, VAR and distribution arrangements and primary and secondary public offerings.

Roger currently splits his time between the San Diego and Silicon Valley offices. As a leader in the Emerging Growth arena, the dual office locations enhance his presence throughout the state, and aid in his ability to work with start-up companies in both the Southern and Northern California regions.

Before attending law school, he was the founder and General Manager for nine years of a technology company in Houston, TX, growing the company to $10M in revenue. He was responsible for all sales, administrative and financial aspects of the business, including the negotiation of a license agreement with a major retail merchandise company for the development of products to be marketed under the retailer’s name.

Prior to joining Procopio, Roger was an attorney in the business department of Heller Ehrman White & McAuliffe LLP in Silicon Valley.

Representative Matters
  • Represented a SaaS (BI) company located in San Francisco, in its Series A, Series B and Series C Preferred Stock financings, and in an all cash acquisition of the company by an acquiror located in the Bay area.
  • Represented a Los Angeles area SaaS company in its acquisition of a company located on the East Coast in a stock for stock transaction.
  • Represents a leading California angel group in the group's investments in companies located on the West Coast.
  • Represented European based biotech company, focused on drug delivery solutions, with respect to its inbound and outbound licensing transactions and those related to the development, manufacture and supply of key components of its technologies.
  • Represents company that invests in, develops and operates solar and wind power generating projects, including the investments made by the company, and the sale of various projects to large developers.
  • Represented biomarker company in its seed and Series A Preferred Stock funding, and multiple licenses for platforms related thereto.
  • Represented privately held Palo Alto based SEM company in its Series A and Series B Preferred stock financings and the acquisition of the company by a private equity group.
  • Represents high net worth and angel investors and venture capital funds in initial and follow on debt and equity financing transactions.
  • Represented privately-held San Diego-based technology company with over 150 shareholders in a $30M cash for stock transaction.
  • Represented privately held San Diego medical device company in its Series B and Series C Preferred Stock financing in which $19M and $30M, respectively, was raised.
  • Represented San Diego based CRM technology company in its seed, Series A, Series A-1 and Series B Preferred Stock financings.
  • Represented Carlsbad based SaaS company in its Series A and Series B Preferred Stock financing, the filing of a Permit Application with the California Department of Corporations and the reincorporation into Delaware related thereto.
  • Represented public telecommunications company in $80M cash sale of its semiconductor subsidiary located in Scotts Valley, CA and a $65M cash sale of its telecommunications subsidiary located in Gaithersburg, MD.
  • Represented San Diego-based medical device company in its simultaneous acquisition of three private companies.
  • Represented San Diego technology company in its acquisition by a public company, in a $50M cash for stock transaction.
  • Represented public Canadian company, in its acquisition of a public telecommunications company in a $750M stock-for-stock transaction.
  • Represented public medical device company in a $500M stock-for-stock merger.
  • Represented medical device and biotechnology companies in initial incorporation and multiple rounds of Preferred Stock financing.
  • Represented a pharmaceutical company in its Series B and Series C Preferred Stock financing in which $5M and $30M, respectively, was raised.
  • Represented two biotechnology venture capital funds (co-lead investors), investing in a drug development company in a $45M purchase and sale of Series D Preferred Stock.
  • Represented venture capital fund in its investment and purchase of preferred stock of various life science companies in which it is lead investor.
  • Represented Seattle based company in a $21M PIPE offering.
  • Represented technology company in its initial public offering, raising $65M from the sale of common stock shares.
  • Represented software company in its proposed $40M offering of common stock, preferred stock, warrants and/or units under a universal shelf registration statement on Form S-3.
  • Represented public companies on a variety of matters, including general issues related to corporate governance and the drafting of periodic reports.
  • Represented Los Angeles based SaaS company in its conversion from an LLC to a C corporation, and the simultaneous reorganization and Series A Preferred Stock financing.
  • Represented a San Diego technology company in the negotiation and spin-off of certain assets and the establishment of a joint venture with a publicly traded company located in New York to produce trading cards, an animated cartoon series, and merchandising rights related thereto.
  • LL.M., Harvard University
  • JD, The University of Cape Town
  • BA (Political Science), The University of Cape Town
Community Involvement
  • American Bar Association
  • BIOCOM – Capital Formation Committee
  • CommNexus San Diego - Capital Formation Committee
  • CONNECT – Steering Committee
  • San Diego Software Industry Council
  • San Diego Venture Group
  • The State Bar of California

Recent Publications

  • Co-author. “Investor Agreements in a Financing Transaction” a chapter in Financing California Businesses,” California Continuing Education of the Bar.
Recent Seminars 
  • “Startup Fundamentals (#3): Understanding the ‘Terms’ in ‘Term Sheets,’” Menlo Park, CA, October 22, 2014.
  • “The Art of the Startup,” CONNECT FrameWorks Workshop, La Jolla, CA, September 16, 2014.
  • “Startup Fundamentals (#2): Developing an Appropriate Funding Strategy,” Menlo Park, CA, September 10, 2014.
  • “Startup Fundamentals (#I): Doing a Startup Right,” Menlo Park, CA, August 13, 2014.
  • “The Art of the Start-up,” CONNECT FrameWorks Workshops, San Diego, CA, September 10, 2013.