Preparing Your S-1: What Life Sciences Companies Should Do as the IPO Window Begins to Open

Signs of life have emerged in the life sciences IPO market after the longest period

without activity in at least a decade, if not ever. Since Labor Day, we’ve seen two deals

price and trade well while several others, including two of our clients, have filed publicly.

These deals, coupled with the strong pace of M&A observed recently have driven

renewed generalist interest in the sector and taken the XBI to multiyear highs. As one

CFO put it to us last week, “the idea of an IPO in the next year or so no longer seems

laughable.”

In a typical year, the average number of IPOs ranges between 30 and 40, but with the

suppression of activity felt since mid-2024, next year may be stronger than average. It

stands to reason, therefore, that many year end board meetings will spend a great deal

time on the question, “where are we on IPO prep?” The answer to that question has

many components that cross strategic accounting, legal, commercial and clinical

boundaries, but typically the single biggest lift in the pre IPO process is drafting the S-1.

At Milestone, we’ve helped nearly two dozen companies across most major therapeutic

categories tell their story in the format of the S-1. With this experience, we have

developed a comprehensive process to deliver a draft that is designed to tell a

compelling story in this medium while maximizing time efficiency for management. We

also work with the underwriters and counsel to refine the document to align with their

vision and respond to any SEC comments that arise from the initial draft. Our aim is to

achieve four key goals:

Speak in your voice - We learn your business and communicate it the way you do

Leverage your time - We take this big lift off your plate at a very busy time so your team can focus on

your business

Engage with the underwriters - They are often learning on the job, we can bring them up the curve fast

Respond to regulatory comments - The SEC always has questions. We help answer them thoroughly, and quickly

At its core, the S-1 is a disclosure document. As I tell every client, the S-1 is not

designed to sell a single share of stock, its primary purpose is to ensure the investors

are provided with full and fair disclosure of the risks, opportunities and financial position

of the issuer. Within that framework, however, there is ample opportunity to deliver

compelling equity narrative about how a novel therapy can improve standard of care

and provide increased clinical benefit to under treated or unaddressed patients. Most

importantly the S-1 is the foundational messaging vehicle for public companies, often

marking the first time the financial community learns about your company in depth, and

will be the source document all that follows.