November 5, 2025

Understanding Public Biotechs’ Most Common SEC Filings – Part 1 (Forms S-1, S-3, S-8, 8-K, 10-Q and 10-K)

As I’ve stated before, a public company’s filings with the Securities and Exchange Commission (SEC) fulfil its minimum disclosure requirements (and are available to the general public via the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system).

If you’re in an investor-facing role at a public biotech, it’s important to develop an understanding of the most common SEC filings and the information they contain. Over the next two blogs, we’ll cover the 13 most common filings.  

This week we will cover Forms S-1, S-3, S-8, 8-K, 10-Q and 10-K.

Form S-1:

The SEC’s Form S-1 is the primary registration statement that U.S.-based companies must file with the commission before offering new securities to the public. This filing is a prerequisite for listing shares on a national exchange such as NASDAQ or the NYSE. Companies typically submit Form S-1 in preparation for an initial public offering (IPO).

The form discloses key details, including how the company plans to use the capital it raises, its business model and competitive landscape, a summary of the security being offered, the method for determining its price, and any expected dilution affecting existing shareholders.

Form S-1 is meant to be comprehensive and contains all the pertinent information would-be investors need to make an investment decision.

Form S-3:

Form S-3 (also known as a Shelf Offering) is a streamlined registration statement used by U.S.-based companies that already meet SEC reporting requirements. It allows eligible businesses to register securities under the Securities Act of 1933 without immediately selling them.

To file Form S-3, a company must have complied with all debt and dividend obligations over the preceding 12 months and maintained full adherence to SEC reporting standards. Because of this, it’s normal that a Form S-3 is filed on or about the one-year anniversary of a company’s IPO.

In practice, the advance filing of a Form S-3 enables already public companies to raise money on short notice but does not obligate them to raise any at all.

Many shelf offerings include an at-the-market (ATM) carveout, whereby a biotech uses its Form S-3 shelf registration to establish an ATM program, registering a portion of the total securities available under the shelf for this purpose.

Form S-8:

Form S-8 is a registration statement that allows publicly traded biotechs to register securities offered through their employee benefit plans. This coversthe issuance of stock to employees and related parties as part of compensation programs such as stock options, profit-sharing, bonuses, or incentive plans (note this covers current staff, directors, consultants, advisors, trustees, and former employees, among others).

A Form S-8 must be filed before any such securities can be issued.

Form 8-K:

Form 8-K, also known as a Current Report, is a required filing that public companies use to disclose “material” events that shareholders should be aware of.

Unlike periodic reports such as the annual Form 10-K or quarterly Form 10-Q, Form 8-K is meant to provide timely updates on major corporate developments and to level the playing field between institutional and retail investors regarding access to information.

Form 8-Ks are typically filed around such events as acquisitions, out/in-licensings, partnerships, clinical data releases, or changes in executive or board leadership.

The current filing deadline for Form 8-K for most disclosures is four business days post event.

Form 10-Q:

Form 10-Q is a quarterly report that publicly traded companies must file with the SEC to provide an unaudited overview of their financial performance. Unlike the annual Form 10-K, which is audited and more comprehensive, the 10-Q offers investors a timely snapshot of a company’s financial position and operations throughout the year.

Public biotechs are required to submit a Form 10-Q after the end of each of the first three quarters of their fiscal year. These filings include unaudited financial statements, management discussions and analyses, and updates on business operations or risks. A fourth quarterly filing is not required because the year-end Form 10-K serves as the final and audited report, offering a more detailed account of the company’s financial health.

Filing Deadlines

Companies filing Form 10-Q fall into one of three categories based on their public float (the value of shares not held by insiders) and their revenue generation: Large Accelerated Filers, Accelerated Filers and Non-Accelerated Filers.

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 Filer1   (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.”

Because of the above, most small- and medium-sized biotechs are Non-accelerated Filers, and as such, are required to file their 10-Qs no later than 45 days after quarter-end, and their 10-Ks no later than 90 days after fiscal year-end.

Form 10-K:

Form 10-K is an annual report that publicly traded companies file with the SEC. It provides a detailed picture of a company’s financial performance, operations, and risks over the most recent fiscal year.

10-K filings include key information like a company’s history, structure, financial statements, subsidiaries, executive compensation, and other significant disclosures.

10-Ks are lengthy and technical but remain one of the most important resources for investors seeking a full understanding of a company’s health and strategy.

Important Sections of Form 10-K

• Business. Describes the company’s operations (and products and services, if applicable).
• Risk Factors. Lists the current and potential risks the company faces (typically in order of significance).
• Management’s Discussion and Analysis.  Provides color on the company’s financial results, operational performance, and key factors affecting the business.
• Financial Statements. Includes the company’s audited financial statements (income statement, balance sheet and cash flow statement) along with an independent auditor’s report attesting to their accuracy.

See the table above for biotech’s Form 10-K filing deadlines.