July 16, 2025

When Do Newly Public Biotechs Report Their First Quarterly Financial Results? (And When Do Public Companies Ordinarily Have to Report Quarterly Financials?)

You just finished your IPO – hopefully you raised the money you needed to, and your stock traded up. Now you get to live life as a public company… which includes filing quarterly financial reports on Form 10-Q (Q1, Q2 and Q3) and Form 10-K (Q4/FY) with the SEC. No 10-Q is required for the fourth quarter as it is covered by the 10-K filing.

But when is your first quarterly financial filing due?

Types of filers and their deadlines for filing financial reports with the SEC.

First, let’s discuss the general rules applicable to public companies.

Ordinarily, the length of time you have to file quarterly financial filings follows a set of rules based on your company’s “size.” This makes sense – larger companies should be able to file sooner given their greater accounting headcount.

The amount of time you have varies, depending on whether you are a large accelerated filer, an accelerated filer, or a non-accelerated filer. Each of these is defined in the table below.  

Type of Filer	10-Q Filing Due By	10-K Filing Due By
Large Accelerated Filer (Free float of $700M or more) + any revenue	40 days after quarter end	60 days after fiscal year end
Accelerated Filer (Free float of $75M up to but not including $700M) + revenue ≥ $100M	40 days after quarter end	75 days after fiscal year end
Non-accelerated Filer(1) (Free float of < $75M) + any revenue	45 days after quarter end	90 days after fiscal year end

Source: SEC

(1)            Note that non-accelerated filers include biotechs with a free float of < $700M and revenue <$100M. Note also that free float is defined as: “the aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates.”

In short, most small- and medium-sized biotechs are non-accelerated filers.

What are the rules governing a biotech’s first financial filing post-IPO?

The SEC requires that, “The first quarterly report of the issuer shall be filed either within 45 days after the effective date of the registration statement or on or before the date on which such report would have been required to be filed if the issuer had been required to file reports on Form 10-Q as of its last fiscal quarter, whichever is later.”

The latter part of that quote essentially refences the “Type of Filer” definitions and requirements in the table we just reviewed.

What then is the effective date of a biotech’s registration statement?

The effective date of an IPO registration statement (usually an S-1 filing) is the date on which the SEC formally declares the statement effective, allowing the company to sell its shares (to the public). Practically speaking, the effective date of an S-1 IPO registration statement is the same as the date of pricing of the IPO.

Up to this point, a biotech and its banks have been allowed to hold test-the-water (TTW) meetings, conduct an IPO roadshow, issue guidance on the range in which the stock might be issued, and to take conditional orders based on all of these – basically everything other than actually selling the stock.

Once the issuer and its advisors request that the SEC declare the registration statement effective, and the SEC has declared the registration statement effective, the IPO can be priced (and allocated) and the issuer can proceed with selling the stock. 

For this reason, the date of a biotech’s IPO pricing press release usually matches the date its registration was declared effective, with the press release typically containing the language:

“A registration statement relating to the shares of common stock being sold in the initial public offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on MONTH XX, YEAR.”

(Where MONTH XX, YEAR is also the date of issuance in the dateline of the press release).

When is the first 10-Q required to be filed?

If your most recent quarter close (QC) took place before the effective date of your registration statement (ED), your first quarterly report must be filed by ED+45. But if your quarter close took place after your effective date, your first quarterly report must be filed by QC+45 (unless you would otherwise have been an accelerated filer or large accelerated filer had you already been public).

Note: when the next quarterly report is actually the 10-K, the rules are a little different. That’s a minority of cases, so I won’t go into detail about them here.

What happens if a biotech misses its 10-Q or 10-K filing deadline?

When a company knows it will miss the 10-Q deadline, it should file a Form NT-10-Q, which extends its deadline by five days. In the filing, a biotech must explain why it was unable to file its quarterly report 10-Q by the required deadline. Typically, as long as a company has a good reason for the delay, the SEC permits later filings.

Failure to comply with an extended deadline can result in the potential loss of a company’s SEC registration, loss of a company’s ability to use a Form S-3 for future offerings, and/or removal from NASDAQ or the NYSE, among other actions.