This resource is designed for life sciences and tech companies looking to access the public markets. The IPO process requires significant planning and preparation and careful coordination among management, the board, investors, auditors and legal counsel, other advisors. Scroll and expand the accordions to access our recently launched "Guide to the Initial Public Offering," co-produced with Toppan Merrill, and more information about our upcoming IPO related workshops and events. We are proud to have a dedicated team of more than 400 capital markets lawyers located in the major innovation hubs across the United States, Europe and Asia.
GUIDE TO THE INITIAL PUBLIC OFFERING
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.
You can download the guide for free by filling out a simple form. We hope you find this guide useful and informative.
IPO Bootcamps and Workshops
Our IPO Bootcamps and Workshops are designed to help you connect with other professionals, learn from industry leaders, and stay up-to-date on the latest developments and opportunities in the capital markets space.
We look forward to seeing and supporting you with your next IPO!
- IPO Launchpad: Executive Guide to Going Public | October 16, 2024 | Boston
Please join Goodwin, EY and industry leaders for an informative afternoon designed to equip you with essential knowledge and strategies to successfully navigate the complexities of a potential public offering. The event will feature a market update, insights into current IPO trends, and key considerations for IPO readiness and strategic alternatives. Be a part of this opportunity to stay ahead in the evolving landscape of public offerings. If you’re interested in this invitation only event, please click here.
- IPO Launchpad: Executive Guide to Going Public | November 18, 2024 | London
Please join Goodwin’s Life Sciences practice for a life sciences-focused IPO workshop, where industry leaders will share their insights and expertise to guide you through the complexities of taking a company public. Our distinguished line-up of speakers, includes top legal, business, PR and financial experts who will provide invaluable knowledge and guidance. If you’re interested in this invitation only event, please click here.
- Biotech on Tap 2024 | September 24-27, 2024 | Munich, Germany
This annual event features two days of insightful industry panels, keynote speakers and networking opportunities and will conclude with festivities at one of the most famous venues at Oktoberfest, the Hofbräu Festzelt. If you’re interested in this invitation only event, please click here.
- CFGI Boston Life Sciences IPOs and the Capital Markets Landscape | September 10, 2024 | Boston
This IPO-focused discussion for life sciences companies will feature Jay Clayton, former SEC Chair, as well as additional panelists. You will be able to hear 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. If you’re interested in this invitation only event, please click here.
- IPO Bootcamp Philadelphia | May 15, 2024 | KPMG Philadelphia Conference Center
Join us for our IPO bootcamp hosted in partnership with KPMG, JP Morgan & NASDAQ
On May 15, between 8:30 AM and 1:00 PM, a panel of IPO insiders and seasoned experts will provide you with a comprehensive update on the swiftly evolving IPO market and offer their predictions for what to expect in Q2 & Q3 of 2024. Discover valuable insights about the intricacies of going public, factors to consider before and after the pre-organizational meeting, and strategies to effectively maintain your team’s optimal performance post-offering.
- LSX Virtual IPO Bootcamp | April 16, 2024 | Virtual
Goodwin Life Sciences is 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. If interested to participate in the future, please click here and apply. Goodwin partners Ariel White-Tsimikalis and Marishka DeToy will join the virtual roundtable discussion.
Please contact MMuress@goodwinlaw.com to put any interested companies in touch with LSX for consideration.
- 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.
For more information, please contact Martina Boyce.
- 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.
For more information, please contact Marisa Sandler.
- 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.
For more information, please contact Marisa Sandler or Martina Boyce. 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.
For more information, please contact Natalie Boyle and Colleen Majarian. You can access the recording here.
IPO Resources
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
|
Requirement |
Transaction |
Phase-in Period |
|
Majority Independent Board (Rule 5605(b)(1)) |
IPO, Company emerging from bankruptcy, Company whose securities were registered pursuant to Section 12(g) immediately prior to listing on Nasdaq and Company listing in connection with a carve-out or spin-off transaction |
12 months from the date the Company's securities first trade on Nasdaq (the "Listing Date”) to comply |
| Company ceasing to be a Foreign Private Issuer | ||
| Company ceasing to be a Controlled Company | Six months from the end of its most recently completed second fiscal quarter when it determines it does not continue to qualify as a Foreign Private Issuer (the “Foreign Private Issuer Determination Date”) | |
| 12 months from the date the Company ceases to be a Controlled company | ||
|
Independent Audit Committee Members (Rule 5605(C)(2)) |
IPO and Company listing in connection with a carve-out or spin-off transaction | Independence phase-in requires (i) one member must satisfy the requirements by the Listing Date; (ii) a majority of members must satisfy the requirements within 90 days of the effective date of the registration statement (the “Effective Date”); and (iii) all members must satisfy the requirements within one year of the Effective Date. |
| Company emerging from bankruptcy and Company whose securities were registered pursuant to Section 12(g) immediately prior to listing on Nasdaq | Must comply by the Listing Date (unless an exemption is available) | |
| Company ceasing to be a Foreign Private Issuer | Six months from the Foreign Private Issuer Determination Date except that, during the phase-in period, the Company must continue to have an audit committee that satisfies Rule 5605(c)(3) and 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 Securities Exchange Act of 1934 (the “Act”). | |
|
Three Audit Committee Members (Rule 5605(C)(2)) |
IPO, Company listing in connection with a carve-out or spin-off transaction, and Company whose securities were registered pursuant to Section 12(g) immediately prior to listing on Nasdaq |
Requirement to have three members requires (i) one member by the Listing Date, (ii) two members within 90 days of the Listing Date and (iii) three members within one year of the Listing Date.
|
| Company ceasing to be a Foreign Private Issuer | Six months from the Foreign Private Issuer Determination Date | |
|
Nominations1 and Compensation Committees Independence Requirement (Rule 5615(b)(1)) |
IPO | One independent director must be appointed no later than the earlier of (i) the date the IPO closes or (ii) five business days from the Listing Date. A majority of members must satisfy the independence requirements within 90 days of the Listing Date. All members must satisfy the requirements within one year of the Listing Date. |
| Company emerging from bankruptcy and Company whose securities were registered pursuant to Section 12(g) immediately prior to listing on Nasdaq | One member must satisfy the requirements by the Listing Date. A majority of members must satisfy the requirements within 90 days of the Listing Date. All members must satisfy the requirements within one year of the Listing Date. | |
| Company listing in connection with a carve-out or spin-off transaction | One member must satisfy the requirements by the date the transaction closes. A majority of members must satisfy the requirements within 90 days of the Listing Date. All members must satisfy the requirements within one year of the Listing Date. | |
| Company ceasing to be a Foreign Private Issuer | Six months from the Foreign Private Issuer Determination Date | |
| Company ceasing to be a Controlled Company | One independent director must be appointed no later than the date the Company ceases to be a Controlled Company. A majority of members must satisfy the independence requirements within 90 days of the date the Company ceases to be a Controlled Company. All members must satisfy the requirements within one year of the date the Company ceases to be a Controlled Company. | |
| Company ceasing to be a Smaller Reporting Company | A Company shall be permitted to phase-in its compliance with the additional compensation committee eligibility requirements of Rule 5605(d)(2)(A) relating to compensatory fees and affiliation as follows: (i) one member must satisfy the requirements by six months from the date the company will cease to be a smaller reporting company (the beginning of the fiscal year following the last business day of its most recently completed second fiscal quarter) (the “Start Date”); (ii) a majority of members must satisfy the requirements by nine months from the Start Date; and (iii) all members must satisfy the requirements by one year from the Start Date.2 | |
|
Two Members on the Compensation Committee (Rule 5605(d)(2)) |
IPO, Company emerging from bankruptcy and a Company whose securities were registered pursuant to Section 12(g) immediately prior to listing on Nasdaq | Company must have at least one member by the Listing Date and at least two members within one year of the Listing Date. |
| Company listing in connection with a carve-out or spin-off transaction | Must have at least one member on its compensation committee by the date the transaction closes and at least two members within one year of the Listing Date. | |
| Adopted a Formal Compensation Committee Charter (Rule 5605(d)(1)) | Company ceasing to be a Smaller Reporting Company | By six months from the Start Date. |
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.
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Learn more about our leading Life Sciences, Technology, Capital Markets, and Public Company Advisory practices and how we can support your path to IPO.
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Our Life Sciences practice is a leading provider of legal services for life sciences companies across their entire lifecycle, as well as for investors, banks and other entities that support those companies dedicated to improving patients’ lives. Whether you are a biotech, pharma, medical device, or digital health company, we have the expertise and experience to guide you through the complex and dynamic process of going public in the US.
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