Process-Driven Cadence: Biotech IPOs Demystified

Posted March 25th, 2026 in Capital markets, Exits IPOs M&As | Leave a comment

An IPO remains one of the most sought-after brass rings on the startup carousel, viewed as an important milestone on a biotech’s journey and a major financing event for powering up an emerging company.  It’s also one of the most tracked metrics in the business, with a near impossible “Goldilocks” level of activity as a target – not too many IPOs to damage quality, not too few to starve companies of growth capital.

At the start of 2026, we had a flurry of biotech IPOs in late January and early February.  But as we finish the first quarter of 2026, only one more biotech has so far announced its plans to go public (“flipped its S1”).  The biotech ecosystem feels a lot like the ships stacked up at the Strait of Hormuz: the macro backdrop with conflict in the Middle East, oil crisis, and panic in the bond markets have conspired to slow things down.

But even in great IPO years there are weekly waves of activity – peaks and troughs – due to the nature of the IPO process itself.  Take a look at this graph of weekly biotech IPO numbers from 2014 to 2020, including over 400 offerings, that Claude helped me generate:

As is clear, there are some periods where no real activity happens:

  • End of Feb thru mid-March: Prior year Q3 financials go stale and new annual audits are required for the prior full year before you can be ready to go public.
  • July 4th and end of summer/Labor Day: buyside investors are busy doing other things, like playing golf in the Hamptons, Cape Cod, and the islands.
  • Thanksgiving week and the end of the year: holiday partying typically takes precedence, for teams and investors.

Interestingly, there are some real temporal spikes in activity as well:

  • Late Jan and early Feb: the first annual crop of IPOs that comes after the JPM Healthcare Conference.
  • Late June: the most active weeks of the year historically! As an aside, I once had two IPOs price on the same night in 2018… a crazy day.
  • Steady Sept-Nov: relatively active period before the year end

One of the biggest reasons for the dynamics of this cadence is the IPO process itself – which I’ll attempt to demystify here.

Before committing to entering the public markets, most private companies have ongoing discussions with investment bankers for years about the IPO opportunity (evaluating it against other funding routes, including Reverse Mergers, SPACs, additional crossover rounds, etc). These dialogues occur at a steady clip for most clinical-stage companies, and often earlier.

During this period, companies select what bankers to partner with for their IPO.  The most lucrative underwriting role is to be the Lead Left Bookrunner – the primary underwriter that leads the overall IPO process.  Additional banks can be Co-lead Bookrunners, as well as Manager/Co-managers, with different roles related to assisting the book-building, distribution, and future research.  Lead left typically gets 40%+ of the fees, 30% for the Co-lead, and 10-20% for the co-managers.

There are lots of great banks to use for all these roles, and Atlas has worked with all of them at some point. My typical advice to management teams, within some guardrails for the different underwriting roles, is they should pick bankers that they would like to be in a foxhole with for their IPOs – deep, trust-based, and authentic relationships are critical.

But the “clock” for a biotech IPO doesn’t really start until the Organizational Meeting or “Org Meeting” – when the syndicate of underwriting bankers meets with the management team for multiple hours to get the formal elements of the process started. The company shares a detailed overview of the story to get all the bankers on the same page; the bankers present a detailed calendar of all the things that have to get done; and the lawyers go through the legal elements of a new listing…

This is the type of IPO calendar that gets shared at an Org Meeting:

The most important aspect of this process: it takes 16-20 weeks from Org Mtg to pricing an IPO.  It’s hard to go faster than this, given the needed time for S1 drafting, confidential filing and SEC review periods.  Once an S1 is public, there’s a ~15 day waiting period before you can price an offering.

So that 4-5 month process becomes the gatekeeper of the industry’s IPO cadence.  Now look back at the weekly spikes in the first figure.  For a late January IPO, those companies did their Org Mtgs back right around Labor Day, a natural time for planning for the following year.  The June burst of IPO activity is for Org Mtgs that happened in the few weeks after the industry kicks off at JPM, another natural time for teams to reflect on their capital formation plans for the year.

This temporal delay from committing down the path to actually pricing an IPO is why the market doesn’t just flip on when the markets get frothier.  In the last half of 2025, when the biotech markets ($XBI) started to rip, we still didn’t see many IPOs in large part because of this temporal dynamic.

Another important reflection on the IPO process is that the timeline can be much longer.  The JOBS Act allows for confidential filings to occur, which enables companies to get ready but not declare their intentions publicly.  I’ve blogged on its impact in the past, including how fundamentally it changed the IPO process.  With this confidential filing approach, when companies, and the markets, are ready to go, they can flip their S1 public and price in 3-4 weeks. However, to sit in this confidential limbo, companies need to maintain their financials through the different time windows– which is why some of the weekly dynamics still occur (especially the draught of IPOs in late Feb and early March every year as companies get their annual financials refreshed by the auditors).

Here at the end of March 2026, with the chaos emanating from the Iran conflict and the frenetic ripple effects in the stock market, many biotechs considering an IPO are sitting on their hands right now.  But I expect things to get busy again with the likely (and hoped for) de-escalation in the Middle East this spring…  I fully expect the crop of biotech IPO to hit its stride in the 2Q, especially June, once again this year.

While I’m on the IPO topic, I’ll close out with some other truisms:

  • Insider investors need to at least conceptually “cover the book” – which means the full amount of the proceeds the IPO plans to raise are covered by the allocation demand of the existing investors. This is largely just perception and allocations never happen this way, but driving scarcity around allocations creates more demand in a virtuous sentiment loop. Coming into your roadshow with a covered book is now fairly standard (and expected) messaging for an IPO.
  • Over-subscribed rounds perform better in the after-market. A 5x over-subscribed IPO book is generally weaker than a 10x+ book.  But quality allocation coverage is the key part, not the “junk” in the book.  Quality is typically the big long-only and specialist fund orders in the book who are likely to be long-term buyers of the stock.
  • Mis-pricing goes in both directions: a big drop on the first day is really bad, as the stock “broke issue” right away. This creates a negative headwind on sentiment for the name that takes time to address.  The opposite is less bad, but still not great and reflects mis-pricing, too: a huge “pop” in the stock on opening day means the existing shareholders took far more dilution than they needed to. The latter is a champagne problem, perhaps, but still not great for existing owners.
  • High IPO pre-money valuations generally perform worse in the after-market. While these deals are frequently celebrated, they set big expectations.  With that often comes high cash burns and large future capital needs, which weigh on stocks over time.  And, of course, the need to advance a pipeline that grows into the high valuation…
  • Bankers and buyside investors often talk about price relative to “step-ups” over the last private round, rather than building up the valuation from intrinsic value. These days it’s not atypical to be in the 1.2-1.6x range.  If the Series C crossover round, by example, was done at a $500M post-money valuation, then a ~1.4x step-up means the IPO should be at $700M pre-money – without at regard for the degree of value creation since that round was closed. The logic of step-ups (rather than intrinsic value) is a real albatross heading into an IPO pricing discussion, in my opinion.
  • Lastly, bankers get 7% of the offering size as fees regardless of the after-market performance. Wish there was a way to incentivize (carrot and stick) pricing dynamics with banks, but there’s currently not.  That said, good bankers and their ECM colleagues build their long-term reputations on successful pricing dynamics and partnering with companies over serial rounds of financings (IPOs and FOPOs like PIPES, RDs, etc).  The best IPOs are ones that pop 20-30% on their debut, reflecting a good sense for the market’s receptivity to the story and the illiquidity premium being removed as one goes from private to public.

Tons more perspectives on IPOs, but I’ll leave the rest for another day.

Bets on the 2026 number of biotech IPOs?  If the Iran conflict de-escalates, I think we’ll see 25-35 by year end.

 

 

Comment

Atlas Venture 2025 Year In Review

Posted November 24th, 2025 in Atlas Venture, Biotech financing, Capital markets, Drug discovery, Exits IPOs M&As, Pharma industry, Pricing and Policy, R&D Productivity, Science & Medicine | Leave a comment

This year has truly been a rollercoaster!  The markets started off with optimism, but then collapsed into the spring, only to rebound with enthusiasm in recent months. The cadence of M&A has picked up, creating a tailwind for the sector.  But we’ve also been awash in chaos from macro and policy changes, creating uncertainty for investors and operators; hopefully these macro risks continue to fade. Recent years’ themes have only accelerated – the rise of Chinese innovation, the ubiquity of AI as a force for transformation, and the enormous opportunity in addressing obesity.

It’s been a hard one to pin down for our “Year In Review” – but we gave it a shot. In the past month, we’ve held our 2025 Atlas Venture Retreat with industry leaders and our Annual General Meeting for our Limited Partners (our investors). It was a privilege to once again kick off each of these meetings.

Here’s the link to this year’s presentation: Atlas’ 2025 Year In Review.

As I’ve noted in past years, listening at 1.25x+ speed is definitely recommended, and moves through the nearly 50-minute presentation slightly faster.

For those interested, here’s a library of past Year In Review presentations (2024, 202320222021202020192018).

Special thanks again this year to my Atlas colleagues Aimee Raleigh and Kristen Margeson, who were instrumental in helping me pull it together, and to Edward Goin, our graphic designer.

I’d also like to thank all of our friends in the industry who helped provide data supporting this talk, including BCG, Cambridge Associates, Cantor, Centerview, Citi, Cowen, Evercore, Goldman Sachs, IQVIA, Jefferies, JP Morgan, Leerink, LEK, McKinsey, Morgan Stanley, Pitchbook, Radford, Raymond James, SVB, Stifel, and others (listed in alphabetical order).

 

Comment