IPO Readiness at Goodwin

In partnership with Toppan Merrill, we created this IPO guide as an “all-in-one-place” resource to the IPO. It comprehensively covers topics including legal and regulatory frameworks, preparation and due diligence, pricing and allocation, and post-IPO obligations and opportunities. It also includes practical tips and checklists to help you navigate the IPO journey with confidence and efficiency.

We hope you find this guide useful and informative.

• HLTH 2025 | October 22, 2025 | Las Vegas, NV
  Our integrated Healthcare and Life Sciences team will be at this year’s HLTH USA event, empowering pioneers in the healthcare space to accelerate growth, manage risk, and lead with confidence through every stage of the business life cycle.  Join the rest of the health ecosystem at HLTH USA 2025 and attend our panels designed to accelerate innovation and deliver impact where it matters. Ben Marsh will be leading our Strategic Pathways to Going Public panel.

• KPMG IPO Bootcamp Boston 2025 | October 15, 2025 | KPMG Boston Office
  KPMG will host their Boston IPO Bootcamp 2025 with a panel of IPO insiders and seasoned experts who will provide a comprehensive update on the swiftly evolving IPO market and offered predictions for what to expect in Q4 2025 and 2026. Sarah Ashfaq and Gregg Katz will speak alongside esteemed representatives from Nasdaq and JP Morgan.

• Biotech on Tap 2025 | September 25-26, 2025 | Munich, Germany
  This annual event featured two days of insightful industry panels, including a Global IPO Trends in Life Sciences and leading practices Getting IPO ready, keynote speakers and networking opportunities and concluded with festivities at one of the most famous venues at Oktoberfest, the Hofbräu Festzelt.

• IPO Workshop Co-Hosted by Deloitte and Goodwin | September 18, 2025 | Boston
  Deloitte and Goodwin hosted an interactive workshop designed for C-suite executives and finance leaders preparing for a public exit — whether through an IPO, reverse merger, SPAC, or direct listing. The event showcased seasoned market leaders, regulatory experts, and executives who have successfully navigated the IPO journey and covered Current market conditions and timing considerations; Key regulatory and governance requirements; Best practices for IPO readiness; and Life as a public company and lessons learned from recent transactions.

• The State of Capital Evolution: Private and Public Financings in a Shifting Landscape | September 9, 2025 | Philadelphia
  Goodwin, KPMG, J.P. Morgan, and Nasdaq hosted an interactive panel discussion featuring insights on how financing strategies are adapting in response to shifting market conditions. The conversation included Current trends shaping private and public financing markets; Key considerations for companies evaluating capital raising options; and Practical advice for navigating today’s deal environment.

• Goodwin + KPMG Symposium @ JPMorgan | January 15, 2025, InterContinental SF, 5th floor
  Goodwin and KPMG hosted their 6th Annual Symposium on January 15, 2025, during the 43rd Annual JP Morgan Healthcare Conference. Experts and practitioners delved into strategies that are enabling life sciences companies to enhance research and development; optimize value from licensing, M&A, and other transactions; and secure capital for growth. Learn more about the key takeaways and watch featured videos from our latest symposium.

• IPO Launchpad: Executive Guide to Going Public | October 16, 2024 | Boston
  Goodwin, EY and industry leaders hosted an informative afternoon designed to equip you with essential knowledge and strategies to successfully navigate the complexities of a potential public offering. The event featured a market update, insights into current IPO trends, and key considerations for IPO readiness and strategic alternatives.

• IPO Launchpad: Executive Guide to Going Public | November 18, 2024 | London
  Goodwin’s Life Sciences practice hosted a life sciences-focused IPO workshop, where industry leaders shared their insights and expertise to guide you through the complexities of taking a company public. Our distinguished line-up of speakers, included top legal, business, PR and financial experts who provided invaluable knowledge and guidance.

• Biotech on Tap 2024 | September 24-27, 2024 | Munich, Germany
  This annual event featured two days of insightful industry panels, keynote speakers and networking opportunities and concluded with festivities at one of the most famous venues at Oktoberfest, the Hofbräu Festzelt.

• CFGI Boston Life Sciences IPOs and the Capital Markets Landscape | September 10, 2024 | Boston
  This IPO-focused discussion for life sciences companies featured Jay Clayton, former SEC Chair, as well as additional panelists. You heard from industry leaders on their insights on the capital markets landscape as well as the state of, and strategies for, navigating the current economic environment.

• IPO Bootcamp Philadelphia | May 15, 2024 | KPMG Philadelphia Conference Center
  Goodwin, KPMG, JP Morgan & NASDAQ hosted a panel of IPO insiders and seasoned experts who provided a comprehensive update on the swiftly evolving IPO market and offered their predictions for what to expect in Q2 & Q3 of 2024.

• LSX Virtual IPO Bootcamp | April 16, 2024 | Virtual
  Goodwin Life Sciences was an exclusive sponsor of the LSX Virtual IPO Bootcamp that takes place annually a couple of times per year. It is an invitation only online workshop and series of 1:1 consultation. It provides CEOs and CFOs of life science companies contemplating a US IPO a unique opportunity to come together for a series of frank and open discussions with peers, case studies from executives who have recently been through the process, and for tailored and 1-2-1 advice with the region’s foremost experts, advisers, bankers, and consultants. The US IPO Bootcamp is by invitation only for qualifying companies.
  
  
• Goodwin + KPMG Symposium @ JPMorgan | January 10, 2024, InterContinental SF, 5th floor
  Goodwin and KPMG hosted their 5th Annual Symposium on January 10, 2024, during the 42nd Annual JP Morgan Healthcare Conference. Experts and practitioners delved into strategies that are enabling life sciences companies to enhance research and development; optimize value from licensing, M&A, and other transactions; and secure capital for growth. Learn more about the key takeaways and watch featured videos from our latest symposium.
  
   
• KPMG IPO Bootcamp Boston 2023 | November 17, 2023 | KPMG Boston Office
  KPMG hosted their Boston IPO Bootcamp 2023 with a panel of IPO insiders and seasoned experts who provided a comprehensive update on the swiftly evolving IPO market and offered predictions for what to expect in Q4 2023 and 2024. Bill Collins and Gregg Katz spoke alongside esteemed representatives from Nasdaq and JP Morgan.
  
  
• IPO Bootcamp at Jefferies HC Conference with ICR Consilium | November 13, 2023 | Chartered Accountants Hall, London
  Goodwin and ICR Consilium hosted an exclusive Healthcare IPO Bootcamp, where industry leaders shared their insights and expertise on the complexities of taking a company public. Our distinguished line-up of speakers included top business leaders who have successfully taken a company through IPO and legal, business, financial, and communications experts who have invaluable knowledge and guidance. Goodwin partner Marishka DeToy spoke at the event.
  
  
• PwC + Workiva IPO Readiness Workshop | November 8, 2023 | PwC Boston Office
  PwC and Workiva hosted a workshop highlighted market conditions and key trends, valuation considerations and discussion of KPI and non-GAAP metrics, and IPO considerations. Goodwin partners Stephanie Richards and Gregg Katz spoke to IPO considerations such as organizing a meeting, timelines, disclosure requirements, key players, and more.
  
  
• LSX IPO Bootcamp | November 7, 2023 | Virtual
  This bootcamp centered on a US IPO case study surrounding the process and experience of taking Oculis public in the US in 2023. We discussed alternative considerations to a traditional IPO in a challenging market, when decision-making should happen, what usually makes an EU or a non-US company a good candidate for a successful Nasdaq IPO, and what the timeline looks like once a company has decided to go down the IPO route.
  
  
• Nomura Private Company IPO Readiness Day | November 2, 2023 | Goodwin Silicon Valley Office
  Goodwin co-hosted with Nomura to offer a Private Company Showcase and IPO bootcamp, which discussed the latest IPO trends and ins and outs of going public. The event involved speakers from Nomura, Deloitte, Goodwin and a number of company contacts that have recently gone public. Partners involved include Ben Marsh, Deepa Rich, Bryan Quinn, and Marianne Sarrazin.
  
  
• Private Company Showcase | October 12, 2023 | Goodwin New York Office
  The Private Company Showcase was hosted by BMO, ICR Westwicke, and Goodwin in NYC. The showcase took place in-person and included some of the most exciting private life sciences company presentations, thematic panels, and one-on-one meetings between investors and some of the most exciting private life sciences companies. The program concluded with a cocktail reception as an opportunity for participants to network with one another. Goodwin partner Ben Marsh was involved and attended the event and reception.
  
  Please view the recordings from the introduction and morning panel and the lunch panel.
  
  
• Going Public Workshop Co-Hosted by Goodwin and Deloitte | October 10, 2023 | Goodwin Boston Office
  This workshop was co-hosted by Goodwin and Deloitte and designed for C-Suite executives and finance leaders of companies contemplating a public exit within the near future. Join us as leaders from organizations well-versed in the IPO, SPAC, and direct listing processes share market insights as we look towards 2024 transactions. We will discuss market conditions, regulatory considerations, leading practices to prepare for a public exit including timetable, life as a public company, and insights from executives at companies that recently became public. Partners involved include Gabriela Morales-Rivera, Gregg Katz, and Joe Theis.
  
  You can access the recording here.

To view the full PDF: IPO Timeline: Key Stages

To view the full PDF:  IPO Process

On August 26, 2024, the U.S. Securities and Exchange Commission approved amendments to The Nasdaq Stock Market LLC (“Nasdaq”) rules to modify phase-in schedules for certain corporate governance requirements and codify Nasdaq policies related to the applicability of certain cure periods. The following table reflects and summarizes the current phase-in requirements for various scenarios. Further below, we describe the specific changes made in the recent amendments and provide more color on the changes made to rules related to cure periods. 

Summary of Current (including New) Phase-In Requirements 

Summary of Recent Updates

Companies Conducting an Initial Public Offering
In connection with an initial public offering, the recent amendments (i) add additional language to clarify the phase-in period permitted for a company to have an independent audit committee, (ii) allow companies to comply with the requirement to have one independent director on the compensation and nominations committees by appointing an independent director to such committee no later than the earlier of the date of the IPO or five business days from the Listing Date in order to permit a meeting of the board of directors to appoint additional independent directors after the Listing Date, but before the date the IPO closes (previously the rules required one member to be appointed on the Listing Date), (iii) require a company to have one member of the Compensation Committee by the Listing Date and at least two members within one year of the Listing Date and (iv) allow a phase-in for the number of members on the audit committee with one member required by the Listing Date, at least two members within 90 days of the Listing Date and at least three members within one year of the Listing Date.

Companies Emerging from Bankruptcy
For a company emerging from bankruptcy, Nasdaq amended Rule 5615(b)(2) to state that a company emerging from bankruptcy must comply with the audit committee requirements set forth in Rule 5605(c)(2) by the Listing Date unless an exemption is available pursuant to Rule 10A-3. Nasdaq also added additional clarifying edits to state that the applicable phase-in periods will be computed beginning on the Listing Date. 

Companies Transferring from a National Securities Exchange or other Market 
Securities registered pursuant to Section 12(b) of the Act. Nasdaq modified Rule 5615(b)(3) to provide that any (i) companies transferring from other markets with a substantially similar requirement shall be afforded the balance of any grace period afforded by the other market and (ii) companies transferring from other listed markets that do not have a substantially similar requirement shall be afforded one year from the date of listing on Nasdaq to comply. The modifications narrow the applicability of the phase-in periods to only apply to companies that transfer securities registered pursuant to Section 12(b) of the Act³ from another national securities exchange to Nasdaq.

Securities registered pursuant to Section 12(g) of the Act. Nasdaq modified Rule 5615(b)(3) for companies with securities registered pursuant to Section 12(g) of the Act to state that companies must comply with the audit committee requirements set forth in the Rule 5605(c) (except for the requirement to have at least three members on the audit committee) by the Listing Date. Nasdaq also modified the phase-in period applicable to companies with securities registered pursuant to Section 12(g) of the Act with respect to committees, other than the audit committee, and the majority independent board requirement to match the phase-in periods applicable to newly public companies. 

Companies Listing in Connection with a Carve-out or Spin-off Transaction
Nasdaq modified the requirements to provide that a company listed in connection with a carve-out or spin-off transaction will have similar phase-in periods available to companies listing in an IPO. Nasdaq reasoned that these phase-in periods were appropriate because companies listed in connection with a carve-out or spin-off transaction would not have been subject to another exchange’s corporate governance standards. 

Companies Ceasing to Qualify as a Foreign Private Issuer
To mimic the six month grace period under Rule 3b-4 of the Act that permits a company to continue to use the forms and rules designated for Foreign Private Issuers for six months following a company’s determination that it fails to qualify as a Foreign Private Issuer as of the end of its most recently completed second fiscal quarter, Nasdaq proposed to apply phase-in periods with respect to certain governance requirements within six months of that determination date. Excluded from any phase-in period is the requirement to have an audit committee that satisfies Rule 5605(c)(3); members of such audit committee must meet the criteria for independence referenced in Rule 5605(c)(2)(A)(ii) (the criteria set forth in Rule 10A-3(b)(1) under the Act, subject to the exemptions provided in Rule 10A-3(c) under the Act).

Companies Ceasing to be a Controlled Company 
Nasdaq amended Rule 5615(c)(3) to state that the applicable phase-in periods in connection with ceasing to be a Controlled Company for purposes of the independent compensation and nominations committees and majority of independent boards will be computed beginning on the date the company ceases to be a Controlled Company.

Summary of Changes to Cure Periods 

Nasdaq also codified its policy that a company that demonstrates compliance with a requirement during the phase-in period and subsequently stops being compliant before the end of the phase-in period will not be considered deficient with the requirement until the end of such phase-in period. 

Nasdaq also codified its position that a company relying on a phase-in period is not eligible for a cure period provided by Rule 5810(c)(3)(E) immediately following the expiration of the phase-in period, unless the company complied with the audit committee composition requirement in Rule 5605(c)(2)(A), the compensation committee composition requirement in Rule 5605(d)(2)(A), or the majority independent board requirement in Rule 5605(b)(1), as applicable, during such phase-in period but fell out of compliance with such requirement before the end of the phase-in period. Nasdaq also codified its current policy that, if a company demonstrated compliance with the applicable requirement during the phase-in period but subsequently fell out of compliance before the end of the phase-in period, for purposes of computing the applicable cure period, the event that caused the failure to comply is the event causing the company to fall out of compliance, and not the end of the phase-in period. 

We welcome all suggestions on how we can improve on content and presentation. As always, please contact any member of PCAP with any questions. Thank you.

^[1] A Company may choose not to adopt a nominations committee and may instead rely upon a majority of the Independent Directors to discharge responsibilities under Rule 5605(e).
^[2] Since a Smaller Reporting Company is required to have a compensation committee comprised of at least two Independent Directors, a Company that has ceased to be a Smaller Reporting Company may not use the phase-in schedule for the requirements of Rule 5605(d)(2)(A) relating to minimum committee size or that the committee consist only of Independent Directors as defined under Rule 5605(a)(2).
^[3] Section 12(b) requires registration for any class of securities listed on a national exchange.