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Jonathan M. Miner

Associate
+1.206.370.6681
Fax +1.206.623.7022

Jonathan is an associate in the firm’s Seattle office and is a member of the corporate practice group. His practice focuses on the representation of public and private companies and investors in a wide range of corporate, securities and business transactions, including mergers and acquisitions, 1933 and 1934 Act Securities and Exchange Commission filings, securities offerings and financings. His experience also includes formation and funding of emerging growth companies and venture capital and private equity investments.

Jonathan’s experience includes:

  • Assisting companies with complex mergers, spin-offs, asset sales, partnerships and other acquisitions.
  • Counseling U.S. publicly listed companies on securities law compliance, ‘34 Act and Section 16 reporting, periodic SEC filings, investor relations, conflict mineral disclosures, and other general corporate governance issues.
  • Representing mature companies raising capital in public and private equity markets.
  • Counseling clients on routine corporate matters, including contract drafting, director and employee compensation, SaaS and IP agreements and other technology and licensing agreements.
  • Representing U.S. and foreign companies accessing the U.S. equity markets through registered offerings, including initial public offerings and follow-on offerings on the NYSE and NASDAQ.
  • Advising U.S. issuers seeking to conduct initial public offerings and other stock offerings outside the U.S., including on London’s AIM market.
  • Helping startups and emerging growth companies with incorporation and formation.
  • Advising and negotiating early-stage, seed, angel and venture funding through use of convertible notes, SAFEs, preferred stock and other complex debt and equity securities.

Professional Background

Jonathan joined K&L Gates in 2014. Prior to joining K&L Gates, Jonathan was an associate at a New York law firm where he represented U.S. and foreign companies conducting initial public offerings and follow-on offerings on the NYSE and NASDAQ.

Professional/Civic Activities

  • Mentor to entrepreneurs in the Jones + Foster Accelerator program at the University of Washington’s Burk Center for Entrepreneurship.
  • Senior Fellow with Humanity in Action, a global human rights organization promoting diversity, democracy and the rule of law.
  • Member of the Washington State Bar Association.
Mergers and Acquisitions 
  • Represented a Canadian wood products company in its acquisition of a U.S. private millworks company.
  • Represented a software developer in its acquisition of a private company.
  • Represented a global cinema operator in its acquisition of a U.S. theater chain.
  • Represented a U.S. private mortgage lender/broker in acquisition of multiple regional mortgage brokerage companies.
  • Represented a global digital imaging company in its acquisition of a private medical imaging company.
  • Represented a U.S. private digital content company in its sale to a private company.
  • Represented a U.S. private education service company in a spin-off of assets.
  • Represented a U.S. public company in the spin-off of assets into another U.S. public company.
  • Represented numerous U.S. and international privately held companies in sales and acquisitions of stock and assets.
  • Represented a variety of U.S. and international energy companies in acquisitions of energy services companies, wind and solar facilities and other energy assets.
Capital Markets and Public Company Representation (1933 and 1934 Act Filings)
  • Advised U.S. publicly traded companies on compliance with annual, quarterly and periodic  reporting obligations as well as annual and special shareholder communications.
  • Counseled clients making regulatory filings before the U.S. Securities and Exchange Commission, FINRA, NASDAQ and the NYSE.
  • Advised clients on all aspects of compliance with the regulatory framework for emerging growth companies and foreign private issuers under the JOBS Act.
  • Represented the managing underwriter of a US$23 million initial public offering for an integrated building systems provider. 
  • Represented a research-stage biotechnology company focused on wound-care treatments in its US$80 million initial public offering and listing on the NASDAQ Global Market.
  • Represented an internet technology company providing a cloud-based website development platform in its US$127 million initial public offering and listing on the NASDAQ Global Market.
  • Advised multiple U.S. technology companies on securities law aspects of stock offerings on the London AIM market.
Emerging Growth Companies and Venture Capital
  • Advised a talent acquisition startup with a SaaS-based product offering in its US$60 million offering of preferred stock and redemption offer extended to stockholders and optionholders.
  • Represented a data analytics startup in its US$15 million offering of preferred stock and redemption offer extended to company stockholders.
  • Counseled numerous startup companies in connection with their formation and receipt of seed, angel and venture financing.
  • Represented U.S. based venture capital and corporate investors in numerous financings of technology companies.