Taking a Company Public: A Practical Guide

Document type: Guide Practice area: Corporate — Securities Jurisdiction: United States (federal) Last reviewed: 5 September 2026

Who this is for

The general counsel, chief financial officer, or outside counsel preparing a company for an initial public offering.

Our example is Wrenfield Diagnostics, a molecular diagnostics company with $190 million in revenue growing at 38%. Its general counsel is Ademola Kirchner-Vasquez.

The organizing fact: the offering takes weeks and the readiness takes a year. Every problem fixed quietly in advance costs a fraction of the same problem discovered in underwriter diligence with a public timetable running.

Step 1 — Run the readiness assessment, eighteen months out

Financial reporting is the long pole. Assess honestly:

Are historical financials auditable to the required standard under Regulation S-X, 17 C.F.R. Part 210, for the periods required? Reviewed or compiled statements are not.
Has revenue recognition been applied consistently, and would it survive a fresh audit?
How long does the monthly close take? A public company files quarterly on a deadline; a three-week close does not fit.
Are there accounting personnel capable of running a public company reporting function, or is the controller doing everything?
Are there restatements coming? Better now, privately, than in a comment letter.

Internal control. Documented processes, tested controls, remediated deficiencies. Material weaknesses are disclosable and are read as a signal about management.

Capitalization records. Every equity issuance authorized and documented; every option grant approved, priced correctly, and evidenced; convertible instruments and their conversion mechanics confirmed; stockholder agreements identified for termination or amendment.

Governance. Independent directors identified and recruited — this takes months. Audit committee with a financial expert. Compensation and nominating committees. The policy set a public company must have.

Contracts. Material agreements identified and reviewed for change-of-control provisions and for confidentiality terms that will complicate public filing as exhibits.

Legal and regulatory. Litigation assessed. Regulatory compliance documented. Intellectual property ownership confirmed and chain of title cleaned.

Wrenfield's assessment found three problems: two years of reviewed rather than audited financials; nine undocumented option grants; and a top-customer concentration of 41%. Two were fixable and one was a business problem the offering finally forced the board to address.

Step 2 — Fix what the assessment found

Financials first, because they take longest. Engage the auditor for the earlier periods. Expect to restate. Hire the accounting staff. Shorten the close. Fourteen months is a normal timeline for a company starting from reviewed statements.

Capitalization cleanup. Curative board resolutions, ratifications, and — where a former holder is affected — negotiated confirmations or releases. This costs relatively little now and is expensive and public later.

Governance build-out. Recruit the independent directors. Adopt the code of conduct, insider trading policy, disclosure policy, related party transaction policy, and clawback policy. Constitute the committees and let them meet a few times before the offering, so they are functioning rather than newly formed.

Contract remediation. Renegotiate the confidentiality provisions that would otherwise require a confidential treatment request, and address change-of-control terms that would be triggered or disclosed unhelpfully.

And the business problems the assessment surfaces. Customer concentration, key person dependence, a single-source supplier — these become risk factors and investor questions, and the year before filing is the last chance to improve them.

Step 3 — Choose the route

The underwritten offering raises primary capital at a price set by a book, with underwriters as § 11 defendants whose diligence protects the issuer's directors as well as themselves. Costs the gross spread. Locks up existing holders.

The direct listing avoids the spread and the traditional lockup and raises no primary capital in its classic form. Its § 11 exposure is materially narrower after Slack Technologies, LLC v. Pirani, 598 U.S. 759 (2023), which requires a plaintiff to prove shares traceable to the registration statement — though § 12 and Rule 10b-5 exposure remains.

The de-SPAC offers a negotiated valuation and, historically, speed — with the sponsor promote and post-redemption cash as the terms that determine whether it was worth it.

Recommend the underwritten offering for most companies, and say why: the process itself produces a better document and a defensible record, and companies that reach the market through lighter processes meet their first securities complaint less prepared.

Step 4 — Select the working group

Underwriters. Choose on sector expertise, research quality, distribution, and the individuals who will actually run the deal — not on the pitch. Interview the bankers who will be in the drafting sessions.

Issuer's counsel with real offering experience in the sector.

Auditors — confirm they are registered with the Public Company Accounting Oversight Board and can deliver on the timetable.

Then understand what each party is doing, because the process only makes sense that way. The underwriters and their counsel are building a due diligence record under § 11 — the questions that feel adversarial protect the issuer's directors too. The auditors will deliver the audit opinion and the comfort letter, whose scope is negotiated. Issuer's counsel drafts and protects the company and its directors, which frequently means insisting on disclosure the business does not want.

Step 5 — The organizational meeting and the timetable

The organizational meeting convenes the whole working group, agrees the timetable, allocates drafting responsibility, and sets the diligence plan. It is also where the communications policy is imposed, and it should be — the constraints begin now.

Build a timetable that assumes the review takes longer than you want. A realistic first-time schedule: drafting six to ten weeks; confidential submission; first comments within about thirty days; two to four comment rounds at two to four weeks each; public filing; road show; pricing. Assume the Commission review adds two to three months, and do not schedule the road show against an optimistic assumption.

Assign the workstreams and name owners: business section, risk factors, management's discussion and analysis, financial statements, executive compensation, related party transactions, exhibits, and the diligence record. Each needs a person, not a department.

Set the diligence calendar — management sessions by function, site visits, customer and supplier calls, and the document room.

And impose the communications discipline from this meeting forward, per Step 8.

Step 6 — Draft the registration statement

The business section is drafted by the company and rewritten by counsel until it is accurate rather than promotional. The recurring first-draft problem is marketing language that cannot be supported — market size claims without a source, "leading" without a basis, capability described in the present tense that is actually a roadmap.

Risk factors must be specific. Generic risks and boilerplate add length and no protection. And a risk that has already materialized cannot be framed as hypothetical: if a customer has given notice, the risk factor does not say "we may lose customers."

Management's discussion and analysis explains the numbers: results of operations with reasons for the changes, liquidity and capital resources, critical accounting estimates, and — the requirement most often addressed thinly — known trends and uncertainties reasonably likely to have a material effect. Issuers describe what happened and omit what they know is coming; that omission is a comment and, later, a claim.

Watch the opinions. After Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. 175 (2015), a statement of belief is untrue if not sincerely held, and may be actionable as an omission if it omits material facts about the inquiry behind it that conflict with what a reasonable investor would infer. For every "we believe," ask what the belief rests on. If the answer is nothing — or if the files show the company was told otherwise — the sentence comes out.

Then the drafting sessions. The whole group in a room, reading the document aloud, line by line, for days. It is tedious and it is the point: it forces every party to hear every sentence and object, and the problems found there do not become claims.

Step 7 — Build the due diligence record

Everything in this step exists to support the due diligence defense under 15 U.S.C. § 77k for the directors and the underwriters — and, incidentally, to find the problems before investors do.

Management diligence sessions by function, with counsel present, minuted.

Document diligence: corporate records, material contracts, financing documents, intellectual property, litigation, regulatory correspondence, insurance, employment and benefits, and real property.

Third-party diligence: customer and supplier calls, background checks on directors and officers, and technical or scientific diligence where the business requires it.

Backup for every factual assertion in the prospectus. A binder, maintained as the document changes, tying each market claim, statistic, and superlative to a source. Underwriters' counsel will ask for it, and building it as you draft is far cheaper than reconstructing it in week nine.

The auditors' comfort letter, whose scope is negotiated and whose tick-and-tie exercise is where prospectus numbers get corrected.

Legal opinions and 10b-5 negative assurance letters from issuer's and underwriters' counsel.

Officer certificates at pricing and closing.

And keep the record. The diligence file is what a director's counsel will need if a claim is filed, and it should be organized to be produced.

Step 8 — Hold the communications discipline

Before filing, § 5(c) prohibits offers, construed broadly to include conduct conditioning the market. A publicity campaign, an unusual founder interview, or arranged press coverage can produce a cooling-off period that delays the offering.

The practical rule: keep doing exactly what you have always done, at the same cadence, and change nothing because of the offering. Safe harbors protect regularly released factual business information and forward-looking information consistent with past practice.

Impose one approval path, with a named approver, covering press, social media, conference appearances, customer and partner communications, recruiting materials, and executive interviews. It runs from the organizational meeting through the end of the lockup.

Testing the waters communications with qualified institutional buyers and institutional accredited investors are permitted and useful — conducted through the underwriters, on a controlled basis.

Between filing and effectiveness, the preliminary prospectus is the permitted written offer, and free writing prospectuses are permitted subject to conditions including filing.

In the road show, say nothing that is not in the prospectus. Deviating in a management presentation is how issuers create liability the document itself avoided. Record the presentation and keep the deck.

And brief the whole company, not just the executives. An enthusiastic sales email or a recruiting post about the upcoming offering is a problem nobody intended.

Step 9 — Submit confidentially and work the comments

Submit the draft registration statement non-publicly if eligible. This is now near-universal and genuinely valuable: the comment process runs before competitors, customers, and employees can read the financials, and an issuer that postpones has revealed nothing.

Consider the emerging growth company accommodations: two years of audited financials rather than three, reduced executive compensation disclosure, relief from auditor attestation on internal control for a transition period, and permitted research. Decide deliberately whether to provide more than required — that is a market judgment, not a legal one.

Expect comments on revenue recognition and its disclosure; non-GAAP measures and their prominence and reconciliation; risk factor specificity; known trends and uncertainties in management's discussion and analysis; segment reporting; acquisition financial statements and pro formas; and the basis for market position claims.

Respond well. A numbered response letter answering every comment, either by making the change or explaining precisely why none is warranted. Do not argue at length with a comment you will ultimately accept — it costs a round. Where a judgment is involved, say what it was and what it rested on.

Use pre-filing consultation for novel accounting questions or unusual structures. It is faster than litigating them through comments and it is underused.

Step 10 — Public filing, road show, and pricing

Public filing occurs a defined period before the road show. The company is now visible, and the communications discipline matters more, not less.

The road show runs roughly a week. Management presents to institutional investors; the underwriters build a book of indications with quantity and price limits.

Pricing is a board decision. Usually a pricing committee approves the price and the size the night before trading. This is a real decision, not a ratification: pricing below the range to secure a strong aftermarket, pricing at the top to maximize proceeds, and adjusting size are choices with consequences the board should understand rather than accept on recommendation.

Allocation belongs to the underwriters and shapes the shareholder base for years. The issuer has a legitimate interest in the quality and stickiness of the investors allocated and should express it.

The underwriting agreement is signed at pricing: the firm commitment, the gross spread, the over-allotment option, issuer representations, closing conditions including comfort letter bring-downs and legal opinions, indemnification of the underwriters, and contribution. The market-out clause permits termination in defined circumstances and is rarely invoked.

Closing follows shortly, with delivery against payment, the bring-down comfort letter, and final opinions.

And the lockup begins — commonly 180 days, with negotiated early release triggers and carve-outs for estate planning transfers, charitable gifts, and 10b5-1 plan adoption.

Step 11 — Be ready for the first quarter

The obligations begin at effectiveness, and the first reporting cycle arrives immediately.

The reporting calendar under 15 U.S.C. § 78m — annual, quarterly, and current reports on deadlines that assume a functioning close. A company whose close takes three weeks will miss.

The disclosure committee, meeting before each filing, with a documented process.

Earnings mechanics: the script, the review, the reconciliation of any non-GAAP measures, and the decision about whether to give guidance — which, once given, is very hard to withdraw.

Regulation FD prohibits selective disclosure. Train the executives; the most common violation is a well-meaning answer in a one-on-one investor meeting.

Section 16 reporting by officers, directors, and ten percent holders, with the short-swing profit rule that catches routine plan transactions.

Insider trading controls: blackout periods, pre-clearance, and 10b5-1 plans adopted in open windows with the applicable cooling-off periods observed.

Internal control over financial reporting, with management's assessment from the first annual report.

And plan for the first stock drop. A miss in an early quarter should be expected to draw a securities class action, and the defense will rest on the disclosure and the process behind it. The controls described here should be operating before the first quarter closes, not built after the complaint arrives.

Step 3A — The financial statement long pole, in detail

More offerings slip on financial statements than on anything else. The specifics are worth knowing early.

Which periods. Regulation S-X, 17 C.F.R. Part 210 prescribes the audited annual periods required, with a reduced number available to a qualifying emerging growth company, plus unaudited interim statements as required and the applicable staleness rules that determine when a set of financials becomes too old to use. The staleness dates drive the entire timetable: an offering that misses a window must add a quarter of audited or reviewed figures, which costs weeks.

Who audits them. A firm registered with the Public Company Accounting Oversight Board, applying the applicable auditing standards. Statements audited under a different standard by a firm that is not registered will have to be re-audited — a discovery that has cost companies six months.

Acquisitions. Where a significant acquisition has occurred or is probable, the target's audited financial statements and pro forma financial information are required, with the significance tests determining how many periods. A company that has bought several businesses without audit-quality records at each target has a problem that cannot be solved quickly.

Segments, non-GAAP, and the MD&A tie-out. Segment reporting attracts comments; non-GAAP measures attract comments about prominence and reconciliation; and every number in the prospectus narrative must tie to the financial statements — which is what the comfort letter's agreed-upon procedures test.

The close process. A public company files on a deadline. If the close takes twenty-five days and the review takes another ten, the deadline is missed in the first quarter. Shortening the close is an operational project measured in months, and it should be finished before filing rather than attempted afterward.

And the personnel. A controller who has never closed for a public company, no technical accounting resource, and no internal audit function is the profile of a company that will have a material weakness. Hire ahead of the need — the market for public-company accounting talent is tight, and recruiting takes a quarter.

Step 4A — Recruiting the board you will need

Independent directors take months to find and are the readiness item most often started too late.

What the exchanges require: a majority-independent board for most issuers after applicable phase-in periods, an audit committee composed entirely of independent directors with at least one audit committee financial expert, and independent compensation and nominating committees — with the exemptions available to a controlled company understood before relying on them.

What investors and proxy advisers expect goes further: relevant industry or financial experience, genuine independence rather than technical independence, board refreshment, and committee chairs who can do the work.

Recruit for the audit committee first. The financial expert is the hardest seat to fill, the most consequential, and the one that will consume the most time in the first year — internal control, the auditor relationship, the close, and the disclosure committee all run through it.

Diligence the candidates properly. Background checks are part of the underwriters' diligence and the results appear in the prospectus. A director with an undisclosed regulatory history discovered in week nine is a problem with a public timetable attached.

Onboard them before the offering. Let the committees meet several times, review a quarter's financials, and work through a real agenda. A board constituted the month before filing signs a registration statement it has not had time to understand — and every one of those directors is a § 11 defendant with a due diligence defense that depends on what they actually did.

Tell them what they are signing up for. Meeting load, personal liability, the D&O program and its Side A tower, indemnification agreements, share ownership guidelines, and trading restrictions. Directors who understand the exposure before joining stay; those who learn it afterward do not.

Step 5A — Writing risk factors that do work

Risk factors are the most-read and least-carefully-drafted section of most first registration statements, and they are where a great deal of protection is either created or thrown away.

Be specific to this company. A risk factor that could appear in any prospectus in the industry protects nobody and dilutes the ones that matter. Name the customer concentration percentage, the supplier, the regulatory approval, the patent that expires, the covenant.

Never frame a materialized risk as hypothetical. If the customer has given notice, the product has failed a trial, or the regulator has issued a finding, saying "we may lose customers" or "we may face regulatory action" is worse than saying nothing — it is an affirmative misstatement about a known fact. Disclose what has happened, then disclose the risk of what may follow.

Quantify where you can. "Our three largest customers accounted for 29% of revenue in the most recent year, and each contract is terminable on ninety days' notice" does work that "we depend on a limited number of customers" does not.

Order them by importance, and resist the instinct to bury the worst one. A risk factor placed twenty-eighth in a list of forty is a risk factor a plaintiff will say was concealed.

Cross-check against management's discussion and analysis. The known trends and uncertainties disclosed there should correspond to the risks disclosed here. Divergence between the two sections is a comment and, later, an argument.

Cross-check against the diligence file. Every material risk identified in diligence should appear, and the risk factors should be re-read after the final diligence session rather than frozen in week three.

Then update them. Risk factors are refreshed in every subsequent annual report, and a company that copies forward a list that no longer describes its business has created a disclosure problem that compounds annually.

Step 6A — The exhibit index, and what becomes public

Companies focus on the prospectus and are ambushed by the exhibits.

What must be filed. Material contracts not made in the ordinary course of business, and certain ordinary-course contracts on which the business is substantially dependent — which catches the single large customer agreement, the exclusive supply arrangement, the key license, and the credit facility. Also the charter and bylaws, equity plans, executive employment and severance agreements, indemnification agreements, subsidiary list, auditor consent, and legal opinion.

Why counterparties object. A customer that negotiated confidential pricing did not expect it published. A licensor did not expect its royalty rate visible to every other licensee. A supplier did not expect its exclusivity terms known to competitors. These objections arrive late and they are legitimate.

Confidential treatment. Commercially sensitive information may be redacted from filed exhibits where the disclosure would cause competitive harm and the information is not otherwise material to investors, with the redactions marked and the basis available to the staff. The current process permits redaction without a separate application in defined circumstances, but the judgment about what may be redacted is still the company's — and over-redaction draws a comment.

Do this work in Step 2, not week nine. Identify the material contracts eighteen months out. Where a confidentiality provision would be breached by filing, renegotiate it then — counterparties are far more accommodating before there is a timetable. Where the pricing terms are genuinely sensitive, plan the redaction strategy and prepare the competitive harm rationale.

And tell the counterparties. A customer who learns from the filing that its contract is public is a customer with a grievance; one who was told six months earlier, and whose objections were addressed, is not.

Step 7A — Managing the company through the process

An offering consumes a company for a year, and the operational management is a real part of counsel's job.

Employees will hear about it. Assume they know within a week of the organizational meeting. Give them a short, accurate message: the company is exploring a public offering, no decision is final, and — critically — nobody may discuss it externally, post about it, or answer questions from press, customers, or recruiters. Deliver it as a policy with a named contact, not as a rumor-control email.

Equity holders will ask about liquidity. Employees with options want to know what happens, when they can sell, and what the lockup means. Answer this early and in writing, because the alternative is a chief executive fielding the question badly in an all-hands.

The chief financial officer will be diverted, substantially, for the final six months. Backfill the operational finance work before the process starts rather than discovering the gap during the audit.

The business must keep performing. A company that misses its numbers during the process faces a repriced or postponed offering, and the numbers shown in testing-the-waters meetings become expectations. Guard against a sales organization that pulls revenue forward to make the story better — that is how a first public quarter misses.

Customers and partners will notice. Material contracts become exhibits, and counterparties who did not expect their agreement to be public will object. Address the confidentiality issues in Step 2, not when the exhibit index is finalized.

Board cadence increases. Committee meetings, pricing committee authority, and the governance decisions in Step 11A all require board time on a compressed schedule. Set the calendar early.

And protect the general counsel's bandwidth. Running a first offering is close to a full-time job for four months. A company that does not plan for that gets a distracted lawyer at the moment the document needs the most attention.

Step 8A — When to stop, postpone, or change route

Not every process that starts should finish, and the decision to stop is easier when it was contemplated in advance.

The signals that the offering should be postponed: a market window that has closed for the sector; a comment round that reveals an accounting issue requiring restatement; a quarter that will miss the numbers investors were shown in testing-the-waters meetings; the loss of a material customer; the departure of a chief financial officer; or diligence that surfaces a problem the disclosure cannot make palatable.

Confidential submission makes postponement cheap. Nothing is public, no competitor has read the financials, and the company can wait a quarter and refresh. This is the single strongest argument for the confidential route, and it is worth explaining to a board that thinks of it only as a privacy measure.

Postponing after public filing is more expensive — the financials are visible, competitors and customers have read them, and a withdrawn offering carries a signal. It is still frequently the right call, and a company that prices a bad deal to avoid embarrassment has traded a temporary problem for a permanent shareholder base.

Changing route mid-process is possible: a company that finds the underwritten market unreceptive may consider a direct listing, and one facing a long readiness build may reconsider staying private and raising a late-stage round instead.

The stopping conditions worth agreeing in advance, at the organizational meeting: a floor price below which the board will not price; a set of events that trigger a reassessment; and who decides. Deciding these in the abstract, months before pricing, produces better judgment than deciding them at eleven at night with a syndicate waiting.

And the honest counsel. A company whose results are lumpy, whose customer base is concentrated, or whose plan requires patience is frequently better served by remaining private. Say so early — before the readiness spend, not after.

Step 9A — Costs, and what to tell the board about them

The all-in cost of an initial public offering surprises boards, and the surprise is avoidable.

The underwriting discount is the largest line and is expressed as a percentage of gross proceeds. It is negotiated, and the negotiation is more real than banks suggest — particularly on the incremental economics of the over-allotment shares.

Then the expenses the company pays regardless:

Accounting. The audit of prior periods, any restatement work, comfort letter procedures, and the additional finance staff hired for the readiness build. For a company starting from reviewed statements, this is frequently the second-largest number after the discount.

Legal. Issuer's counsel for the readiness work and the transaction; and, customarily, a negotiated contribution to underwriters' counsel fees in defined circumstances — read the underwriting agreement's expense provisions before assuming otherwise.

Printer and filing costs, exchange listing fees, transfer agent, registration fees, and the road show.

And the recurring costs that begin at effectiveness and never stop: incremental audit fees for a public company audit and internal control work; directors' fees and the equity that goes with them; D&O insurance, which for a newly public company is a significant annual number and is priced off the offering; investor relations; additional accounting and legal staff; and the systems required to close and report on a public timetable.

Present both numbers to the board. The transaction cost is a one-time event the market expects. The recurring cost is a permanent change to the operating expense base, and it is the number that should inform whether the company should be public at all — a point worth making explicitly to a board that is looking only at the proceeds.

And model the timeline cost. Eighteen months of senior management attention, a chief financial officer substantially diverted for the final six, and a general counsel doing little else for four. That is real and it is rarely in anyone's budget.

Step 10A — Preparing management for the road show

The road show is where a good document meets an audience, and management's performance in it is both a marketing exercise and a legal exposure.

The rule that governs everything: say nothing that is not in the prospectus. Not a number, not a projection, not a characterization of the market. Management that improvises in a meeting creates liability the document was drafted to avoid, and a statement made in one meeting will be repeated by that investor to others.

Build the presentation from the prospectus, section by section, with counsel confirming that every claim traces to a disclosed statement.

Rehearse, with hostile questions. The predictable ones: customer concentration; the competitor everyone will name; why growth will continue; margin trajectory; the regulatory risk; what the proceeds are for; and why the founders are selling if they are. Management should answer these the same way every time, from the document.

Teach the deflection for what cannot be answered. "That isn't something we've disclosed" is a complete answer and a professional one. Speculating to seem responsive is how a road show becomes a problem.

Watch guidance. If the company gives it, it has committed to a number it will be measured against in ninety days, and withdrawing it later is itself an event. Decide the guidance policy before the first meeting, not in response to an investor's pressure.

Keep the record. The presentation deck, the script, and a log of meetings. If a question arises later about what was said, the contemporaneous materials are the answer.

And prepare the chief executive for the pace. Six to eight meetings a day for a week, the same story each time, while the company still needs to be run. Fatigue is when people improvise.

Step 11A — The governance decisions to make before pricing

Several structural choices are made once, in the weeks before the offering, and are painful to change afterward. Put them on the board agenda early rather than in the final week.

Capital structure. A dual-class structure preserves founder control and carries costs: index eligibility limits, institutional investor policies, and proxy advisory positions. If adopted, decide the sunset — time-based, ownership-based, or transfer-based. A structure with no sunset is harder to defend each year it persists.

Board classification. A staggered board is a defensive measure and a governance negative to many investors. Newly public companies frequently adopt one and dismantle it under pressure within three years, which is the worst of both.

Charter and bylaw provisions. Exclusive forum for internal corporate claims, and — separately and worth considering given § 11 exposure — a federal forum provision for Securities Act claims. Advance notice bylaws. Special meeting and written consent rights. Supermajority requirements. All far easier to adopt before the offering than after.

Controlled company status, where a founder or group holds majority voting power, permitting exemptions from certain exchange independence requirements. Taking the exemption is permissible and is noticed.

Indemnification and insurance. Charter and bylaw indemnification to the fullest extent permitted, individual indemnification agreements with every director and officer, and a public company D&O program placed before the road show — because the offering is the covered event and the Side A tower is what individual directors will ask about.

Equity plan design: initial reserve, evergreen provision, and treatment of pre-offering awards. Sized wrong, this becomes an annual dilution fight with the proxy advisers.

Exchange and state of incorporation, both of which carry substantive consequences and both of which are frequently decided by default.

Present these as a package, with the trade-offs, at a board meeting at least three months before filing. Deciding them in the final week produces choices nobody examined.

Step 12 — How Wrenfield's twenty-two months ran

Months 1–3: assessment and decisions. Reviewed-only financials for two years, nine undocumented option grants, 41% top-three customer concentration. The board decided to target a filing at month 18 rather than month 9 — the single most valuable decision in the process.

Months 2–16: financial reporting. New controller and two accountants hired. Auditor engaged for prior periods. Revenue recognition on multi-element arrangements re-examined and applied consistently, producing a restatement of two periods that never became public because it happened before filing. Close shortened from twenty-six days to nine.

Months 3–7: capitalization and governance. Curative resolutions for the nine grants; two former employees signed confirmations. Three independent directors recruited, including an audit committee financial expert. Committees constituted and meeting by month 8, so they were functioning rather than newly formed at filing.

Months 4–16: the business problem. Customer concentration fell from 41% to 29% because the board finally prioritized it. Kirchner-Vasquez's view is that the offering's real value to the company arrived here, before any capital did.

Month 15: organizational meeting. Communications policy imposed the same day.

Months 15–17: drafting. The fight worth recording: management wanted "we believe our regulatory approvals are sufficient for our planned expansion." No analysis supported it, and internal correspondence showed the regulatory team had flagged an open question. Under Omnicare, that opinion was actionable as an omission. It came out; a specific description of the approvals held and the ones required went in.

Month 17: confidential submission as an emerging growth company, with two years of audited financials.

Months 18–20: two comment rounds, on revenue recognition disclosure and non-GAAP prominence.

Month 21: public filing. Month 22: road show and pricing, priced within the range, with the board's pricing committee choosing the lower half to support the aftermarket.

Kirchner-Vasquez's summary: "Seven weeks of transaction and fourteen months of getting the company into a state where the transaction was possible. Everything that would have gone wrong went wrong quietly, in advance, with no timetable running and nobody watching."