IPO Case Study: S-1 Filing and Key Documentation
- Published
- Mar 25, 2025
- Topics
- Share
In this case study video, Eil Silverman breaks down the challenges a life sciences company faced while preparing for its IPO and how expert guidance helped navigate the process. From transitioning audits to Public Company Accounting Oversight Board (“PCAOB”) standards to overcoming Securities and Exchange Commission (“SEC”) filing delays, the journey was filled with hurdles. Key takeaways include the importance of early planning, engaging outsourced accounting support, and maintaining strong communication among auditors, legal counsel, and underwriters. Listen to Eli in this video to learn how strategic decisions made all the difference.
For a deeper dive into filing the S-1 and key documentation, check out this article: How to Prepare and File the S-1 for an IPO.
With a wide range of services in audit, tax, advisory, and outsourcing, EisnerAmper is one of the leading providers in the industry. We invite you to join us on our platforms to learn more about our services and connect with us:
Transcript
Eli Silverman:
The company was a pre-revenue company in the life sciences space. They had previously had Series A and B financing before their IPO, and they were in phase two of the clinical trial and development stage at that point. The client did have audits under AICPA standards in previous years, but upon them telling us they were looking to have an IPO in the future, we did have to have PCAOB auditing for two years. The most significant gap was the company had to begin preparing interim financial statements. Previously, they were only working on annual financial statements in the draft registration statement, which was filed confidentially with the SEC before the IPO. They needed to include interim financial information within this, and there were delays throughout this process. So EisnerAmper had to quickly help and review the next interim financial statements for the company to include in the draft registration statement.
There were complex equity transactions before the IPO occurred with the Series A and B financing, as well as after the IPO. There's enhanced disclosures required by the SEC, including the Form 10K, which includes all the business risks and the management's discussion and analysis, as well as earnings per share and segment reporting disclosures that were not previously required by the company.
There were some delays in just ensuring the client was ready for an audit before the IPO. As well, there was a lot of back and forth between the company, legal counsel and the underwriters of the deal, particularly in the due diligence phase. There were certain contracts that were not expected to be publicly available, so before the IPO could occur, they had to ensure these contracts were appropriate and looked at again before they could be included within the registration statement.
There was constant communication throughout the entire process between the company, ourselves EisnerAmper, external accountants, technical advisors, as well as legal counsel. There were several all-hands calls that the company had with all of these consultants to ensure that everyone was on the same page, everyone was aware of the timeline and what needed to be done for this IPO process. We were very proactive with the company. As any issues came up or any needs of the company came up, we were able to assist them as needed, particularly for reviewing interim financial information, preparing comfort letters upon future finances of the company.
The company needed several enhancements in terms of their financial reporting and internal control environment to assist with any non-routine or complex transactions. The company hired these external consultants to assist them in this process, which in turn made future audits easier for the company and for EisnerAmper because the information was more accurate and readily available at the time of the audit.
Plan your timeline. Make sure everyone is aware of this timeline and planning, planning, planning. Secondly, improve your financial reporting and internal control capabilities by hiring outsourced consultants as needed. They're very helpful, and especially in a very busy environment and time, like the IPO process, they can assist the company with a lot of their financial reporting needs. In addition, engaging the auditors as early as possible throughout this process. There's a lot of needs that come up, but we're able to work through it together once we know what is needed and what the timeline is for the company.
Demonstrate IPO Financial Readiness with Filings and Key Documentation
What's on Your Mind?
Eli Silverman
Eli Silverman is a Senior Audit Manager in firm’s Technology Group with over 5 years of experience
Start a conversation with Eli
