Tech IPOs: Steering Clear of Common Pitfalls on Your Path to Becoming a Public Company

Key Takeaways:

  • For tech founders, taking a company public can provide significant benefits like increased capital, visibility, and liquidity, but the process is complex and comes with risks, such as increased regulatory scrutiny and reduced control.
  • There are several common pitfalls to avoid during the IPO journey, including underestimating timelines, not building a strong financial foundation, and not having the right leadership in place.
  • Tech companies should focus on a few things to facilitate post-IPO success as a public entity: investor relations, internal controls, and cultural shifts. These maintain trust and compliance across the board.

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For many tech founders, the prestige and promised rewards of taking a company public are strong motivators to pursue an initial public offering (IPO).

But IPOs, however attractive, are extremely complicated and can be overwhelming — especially if you’re not a transaction expert and have never navigated the full process. Without the right information, tech founders are liable to experience delays, derailments, and disappointments on their road to an IPO.

Are you a tech founder looking to IPO for the first time? Read our guide to understand what the IPO process looks like for tech companies like yours — and what pitfalls you’ll need to avoid along the way.

Should You Go Public?

While an IPO can be a great avenue to grow your business, it isn’t the right strategy for every company — or every founder. To make an informed decision, you need to understand the benefits and drawbacks of pursuing an IPO.

Benefits

  • Increased access to capital. An IPO can offer a massive influx of capital, enabling substantial, accelerated growth.
  • Greater visibility. Going public can improve a tech company’s market visibility and credibility, which can in turn improve brand reputation and recognition.
  • Increased liquidity for shareholders. An IPO allows early investors to cash out, while stock options remain an incredibly attractive incentive for many employees, even during times of market volatility. The stock options unlocked by an IPO can be key to attracting and retaining top talent.
  • Access to a market valuation. Being listed on the stock market means the public markets offer a valuation of the tech company, which may be seen as more objective and credible than a privately sourced valuation.

Drawbacks

  • Greater regulatory and compliance requirements. Publicly traded tech companies are subject to more regulatory and compliance requirements than their privately owned counterparts, and the transition to a publicly traded company can cause compliance costs to skyrocket. Public companies also face scrutiny from regulatory bodies like the SEC. Any mistake, like a reporting misstatement, is highly public and can damage the company’s reputation — and stock price.
  • Less control. Public tech companies must answer to shareholders and regulators, impacting how much control a founder will have over their company. Founders also often find they have less control over their finances after going public, as the IPO process can “lock up” their cash.
  • Vulnerability to market volatility. Market conditions and other external factors can cause stock prices to fluctuate, whereas private company valuations are more insulated from such forces.
  • Increased disclosure requirements. Public tech companies have additional disclosure requirements, which means competitors will have access to more information about the company. This dynamic could impact a company’s competitive advantage in the marketplace.

Are You Asking the Right IPO Questions?

Preparing for an IPO means investigating every aspect of your business. Asking the right questions will help you see beyond the obvious to gain an in-depth understanding of how investors will think about your company and how you can set yourself up for success throughout the IPO process.

Ready to get started?

Read This IPO Checklist

Stage 1

IPO Readiness Assessment

A readiness assessment can help you identify gaps or issues that could prevent your organization from successfully operating as a public company. For most tech companies, the readiness assessment will uncover substantial changes required to facilitate a transition to a public company, such as implementing more robust internal controls or developing specialized accounting capabilities in house. BDO recommends clients assess readiness in the following key areas:

  • Accounting & SEC reporting
  • Ta
  • Risk
  • Technology
  • Operations
  • People
  • Financial planning & analysis

Common Pitfalls:

  1. Failure to develop a compelling story. Before a leader even considers pursuing an IPO, they need to create a narrative that gets potential investors excited about the future of the company. They must define success, determine what metrics will be used to track it, and put systems in place to measure and report on progress. These steps are key to securing investor interest and confidence. Common success metrics for tech companies include annual recurring revenue (ARR), customer retention, the Rule of 40, customer acquisition costs, daily active users, and monthly active users.
  2. Overestimating existing resources. Tech companies often fail to understand what resources they already have and what resources they still need to secure. For example, pursuing an IPO requires specialized skills related to investor relations, treasury, income tax, technical accounting, SEC reporting, and internal controls, which most private tech companies don’t have in house. Failing to conduct a proper resource assessment can lead to a delayed IPO filing, as the company will have to make up ground and secure those resources later.
  3. Lack of IPO experience. As they prepare for an IPO, tech founders should prioritize building a leadership team that includes professionals who have experience taking tech companies public. IPO veterans can help guide the rest of the team through the process while identifying and addressing potential issues before they happen.
  4. Relying on private-company experience. Private tech company founders sometimes underestimate the depth and breadth of the requirements that come with going public. They may even make the mistake of believing that a private company approach will be sufficient post IPO. Instead of relying on what they already know, founders must continuously assess their policies, procedures, and governance structures and compare them to public-company requirements to identify and proactively address gaps.
  5. Failure to protect intellectual property (IP). IP is a major asset for many tech companies and can significantly impact their valuations. Before tech leaders take their company public, they must assess their current protections and deploy tactics like developing a strong patent portfolio to ensure their IP is secure.

Stage 2

Roadmap and Program Management

Once you understand your current state, it’s time to develop a roadmap to guide your transformation from a privately held company to a public company. A strong roadmap will require input from numerous people and functions across the company, as well as reasonable estimates around the time and effort required to meet your objectives. Effective program management is critical to developing your roadmap as quickly and efficiently as possible.

Common Pitfalls:

  1. Underestimating timelines. Tech leaders often underestimate the time needed to prepare a company for an IPO, which can take as long as 18-24 months. A successful transformation depends on a realistic and carefully planned timeline. Attempting to rush the process can lead to expensive and public mistakes like financial misstatements.
  2. Missing inputs. A successful IPO process relies on participation from the full organization. Failing to include specific departments or professionals in the roadmap stage can lead to process gaps that later derail progress. For example, failure to include IT in the roadmap stage can lead to errors when it comes time to upgrade or rationalize back-office technology in advance of the IPO filing.
  3. Lack of a change management plan. Poor change management can lead to unnecessary disruption. For example, lack of a change management plan can create employee discontent during the transition, causing the company to lose key talent and disrupting operations at a crucial juncture.

Stage 3

March to IPO

At this stage, your goal is to get ready for the IPO filing, which entails executing your roadmap to prepare your organization to operate as a public company. This is also the point at which you will begin preparing for the IPO filing process itself, including selecting an underwriter, pricing the IPO, and conducting a roadshow.

Common Pitfalls:

  1. Failure to build a strong financial foundation. Tech companies preparing to go public need to review their financial statements to verify they are accurate, audited, and up to date. Many tech leaders opt to review three years of financials, even if regulations allow for fewer, to help bolster investor and regulator confidence. Failure to build a strong financial foundation can delay SEC filings, which may impact filing status and result in expensive fines.
  2. Inadequate pro forma reporting plans. Tech company leaders must vet their post-IPO reporting plans against SEC reporting rules to ensure they will meet all relevant requirements. They must also design a comprehensive reporting process, building in checks and balances to ensure all numbers are accurate.
  3. Misaligning compensation structures. As tech leaders revisit their compensation structures, they must make sure that compensation plans don’t conflict with shareholder interests. For example, option-based compensation for CEOs can encourage excessive risk-taking behavior that may damage customer relationships and firm performance, decreasing shareholder value.
  4. Skipping the trial run. Tech companies should practice operating like a public company before filing for an IPO. This trial run can help uncover hidden or overlooked issues like a lack of uniform controls and reporting policies. Companies that skip the trial run often find themselves surprised by requirements and challenges post IPO, which can take significant time and money to address.

Stage 4

Post-IPO Support

After the IPO has been filed, it’s time for your tech company to start operating as a public company. At this stage, you need to ensure you are delivering on your promises, managing expectations with your new shareholders, and meeting your new reporting requirements as a public company.

Common Pitfalls:

  1. Lack of forecasting capabilities. As private companies transform themselves to prepare for an IPO, they need to adopt strong revenue forecasting capabilities. Unfortunately, newly public tech companies often struggle with revenue forecasting, which can cause investor distrust and reputational damage.
  2. Failure to maintain investor relations. Investor expectations will expand after going public, as shareholders await regular updates on company performance. Failing to build strong relationships with investors through proactive, comprehensive communication can breed mistrust.
  3. Failure to manage the cultural shift. When private tech businesses transition into public companies, a major cultural shift often follows. Failure to manage that shift correctly can lead to employee dissatisfaction and talent retention issues.
  4. Poor internal controls. Once a tech company goes public, it will have to comply with new reporting requirements and regulations, notably Sarbanes-Oxley (SOX). Prior to filing the IPO, the company should have all necessary internal controls in place — without them, the company may experience issues like material misstatements that can negatively impact stock price.

How MGO Can Help

There’s no question that going public is an exciting “next step” in your company’s evolution. With an IPO comes additional opportunities to transform the business, but it can also come with more challenges. MGO’s team is here to support you at every stage, from IPO planning and readiness assessments to execution and post-IPO acquisition services.

With today’s rapidly evolving technology, you want to stay at the forefront of developing products that transform how we work, think, and engage with the world. Reach out to our Technology team today to find out how we can help you achieve your goals.


Written by Hank Galligan and Jim Clayton. Copyright © 2024 BDO USA, P.C. All rights reserved. www.bdo.com

Unlocking Capital: 5 Key Strategies for First-Time Biotech Fundraising

Executive Summary:

  • Build investor trust through financial transparency, strong leadership, and solid internal controls to overcome the “first-time fundraising roadblock” in biotech.
  • Showcase your product’s potential with a compelling pitch and clear value proposition, backed by data and a talented research team.
  • Leverage your professional network and industry connections to get noticed by the right investors in the biotech space.

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The biotech landscape is currently divided into the “haves” and “have-nots” when it comes to fundraising. Those who have successfully brought products to market or secured previous funding rounds have a substantial advantage. They possess the track record, relationships, and trust investors crave.

But what if you don’t have that? If your biotech company is preparing to raise capital for the first time, not to worry — you can still stand out and secure funding. Here are five key strategies to help you get around the first-time fundraising roadblock and gain the attention of investors.

1. Build Trust with Financial Transparency

Investors need to trust your company is financially sound. Without a track record, demonstrating your fiscal responsibility is essential. Start by having a quality audit of your financial statements, conducted by a reputable auditor with experience in the biotech space. Accurate, clear financial reporting builds investor confidence, showing you are serious about managing capital effectively.

If you have already raised seed funding or received a grant, highlight how you have used those resources responsibly. A grant audit, for example, can showcase you have maximized the value of previous funds—something investors will look for as they evaluate your business.

2. Strengthen Your Leadership and Team

Investors are not just funding an idea; they are funding the people behind it. If you lack in-house knowledge or experience, consider hiring or partnering with experienced professionals. A strong chief financial officer (CFO) — even an outsourced one — can make a significant difference. Outsourced accounting support allows you to tap into the knowledge of seasoned professionals without the full-time cost. A skilled CFO will strengthen your financial reporting and operations, further enhancing trust with investors.

Additionally, if you don’t have an executive with capital-raising experience, bring in someone who does. Investors are more likely to bet on a team with a proven track record in biotech, especially when that person has a Rolodex of contacts and a history of success. Just remember: there is no silver bullet. Even bringing in a seasoned executive won’t move the needle if the fundamentals aren’t in place. Investors will see through any attempts to paper over weaknesses.

3. Demonstrate Your Product’s Potential 

At the core of any capital raise is the product you are developing. Investors want to know your biotech solution has potential. Your value proposition should be clear, well-researched, and backed by data. Whether you are creating a novel drug or pioneering a new treatment technology, demonstrate the market need, potential impact, and your path to commercialization. A strong, well-articulated product concept, supported by a talented research team, will help you stand out. 

This is where you must focus on having a polished pitch deck and elevator pitch. If you do secure a meeting with potential investors, being prepared with a compelling and concise presentation can make or break the deal. Your pitch should clearly communicate your company’s vision, market potential, and how their investment will drive growth. 

4. Establish Strong Internal Controls 

Investors not only want to see financial transparency and a strong product, they also want to know your business is structured for long-term success. Demonstrating you have solid internal controls — related to compliance with regulations like the Sarbanes-Oxley Act (SOX) — shows you are prepared to scale responsibly.  

An internal controls evaluation can identify areas for improvement and help strengthen your company’s operational documentation, efficiency, and security. This is a crucial step in building investor trust and positioning yourself as a mature, trustworthy business. 

5. Leverage Your External Network 

Building your company is just one part of the equation. The next step is expanding your personal network so you are speaking to the right investors. Start by identifying the key players in your biotech niche. Look at competitors and peers who have successfully raised capital and find out who their investors were. This will help you target the right people and increase your chances of getting noticed. 

Once you have a list of potential investors, begin outreach. Attend industry events, schedule informal meetings, and use every opportunity to introduce yourself and your business. This is where your external network can become an invaluable resource. Don’t hesitate to tap into your legal, financial, and banking partners for introductions to investors. These professionals often have established relationships with investors and can open doors you would not be able to access on your own. If you don’t have all these partners in place, one can often connect you with the others. For example, at MGO, we can refer you to trusted legal and banking partners to help you get the full support you need.

Breaking Down Barriers to Secure First-Time Funding 

Raising capital for the first time is undoubtedly challenging, but it’s far from impossible. By focusing on building a strong company, demonstrating your value, and strategically expanding your network, you can bridge the gap between the “haves” and “have-nots” of biotech fundraising — securing that essential first round of funding. 

How MGO Can Help 

Navigating your first capital raise can be daunting, but you don’t have to go it alone. We’re here to help you build the strong foundation you need to attract investors and take your groundbreaking ideas to the next level.  

Our experienced biotech practice offers a range of services tailored to meet your specific needs, including: 

  • Audit and assurance services to validate your financial statements 
  • Outsourced CFO services to strengthen your financial operations 
  • Internal control evaluations to enhance your operational efficiency 
  • Strategic advisory services to help you navigate the fundraising landscape 

Don’t let being a first-time fundraiser hold you back. Reach out to our team today to learn how we can support your journey from promising startup to funded success story. 

Essential IPO Questions: Your Comprehensive Checklist

Key Takeaways:

  • Proactive planning means focusing on the “how” instead of just the “what” — turning basic questions into actionable strategies for effective implementation.
  • An ecosystem perspective involves considering the broader impact on third-party stakeholders to ensure the entire supply chain is prepared for going public.
  • Holistic risk management requires cross-functional collaboration to coordinate risk mitigation, enhancing organizational resilience against new public company risks.

Preparing for your initial public offering (IPO) means investigating every facet of the business — not only to obtain the best possible valuation, but also to make the changes necessary to operate as a public company and achieve long-term growth. Asking the right questions can help you see beyond the obvious, illuminating factors you may have otherwise overlooked and setting your organization up for post-IPO success.

Here are five ways to take common IPO questions from a basic 101 level up to a more advanced 201 to deepen readiness and unlock new value.

IPO Checklist: 5 Ways to Level Up Your IPO Questions

1. Ask “How”, Not “What

Don’t plan passively. Approach key questions in a way that mandates proactive action rather than reactive changes. A seemingly small alteration — a “how” instead of a “what” — can transform a basic inquiry into a forcing function that spurs teams to take concrete steps.

  • 101: What new reporting obligations will we face as a public company?
  • 201: How can we resource and connect our finance, IT, and legal teams to meet new reporting requirements on time and without misstatements?

While the 101 question can establish new reporting needs and responsibilities, the 201 question goes further, pushing leaders to actively plan toward these goals.

2. Think About Your Ecosystem, Not Just Your Organization

Going public brings scrutiny from new stakeholders, such as boards, shareholders, and regulators. It is no longer enough for leaders to focus on their organization alone. Instead, they must broaden their perspective to consider the effects of all changes — new regulations, reporting requirements, cybersecurity risks, and more — on their third-party ecosystem.

  • 101: What new laws and regulatory bodies apply to our business as a public company?
  • 201: Are we prepared to validate that our third-party providers, in addition to our own organization, are complying with any new requirements?

Answering the 201 question requires looking beyond the organization to consider the risks posed by third-party partners. Financial institutions, for example, will need to verify that any third-party service providers comply with existing consumer protection laws under Dodd-Frank.

Cutting across all industries, the Securities and Exchange Commission (SEC) adopted new rules in 2023 requiring public companies to disclose any material cybersecurity intrusions or breaches, as well as information about their cyber risk management, governance, and security. Companies pursuing an IPO must prepare to comply with these new requirements themselves and be ready to validate that any third-party providers can also remain compliant.

3. Adopt a Holistic View of Risk

Effective risk management requires cross-functional cooperation and communication. No matter the business area — cybersecurity, operations, supply-chain management — identifying risks is not enough; nor is simply naming the strategies to mitigate risks.

  • 101: What new risks are most relevant to our business as we prepare for operations as a public company?
  • 201: What is each department’s risk mitigation responsibility, and where are there opportunities for coordination?

Every department has a role to play in risk mitigation. Clearly defining those roles and the interconnections between them can build resilience in the lead up to an IPO and help companies adapt to new risks after going public.

4. Move from the Abstract to the Specific

Tailoring approaches to specific objectives will help you manage more variables and define what kind of public company you want to be. Whenever possible, leaders should design questions to address specific challenges, rather than using general terms.

  • 101: Who are the new stakeholder audiences (e.g., board members and regulators) with whom we need to establish communications as a public company?
  • 201: How will we communicate with board members, shareholders, and regulators? What tools, channels, and reporting structures will we build?

The 101 question identifies an important consideration, but it stops there. The 201 question addresses finding and filling in the gaps. You can use what you know to pave the way toward learning what you don’t.

5. Think About Your Price on Day 100

The IPO is not an end-state; it is the beginning of a new chapter. Every action taken in service of a public offering must also include a path to further growth.

  • 101: How do we obtain the best possible valuation for our company?
  • 201: How can we leverage our momentum to improve our valuation 100 days after going public?

The 101 question speaks to an important need, but its focus is limited. Success as a public company demands growth beyond the IPO event. Asking the 201 question can help you embed a future-focused mindset into all planning decisions. The day one valuation matters, but so does valuation on day 100 — and beyond.

How MGO Can Help 

Navigating the complexities of an IPO requires guidance and a comprehensive strategy. MGO’s Transaction Advisory Services team supports you throughout the process, from proactive planning to risk management, so that your entire ecosystem is ready for the transition. Reach out to our team today to discover how MGO can help you achieve your long-term growth objectives and post-IPO success.