US IPO Pipeline SEC S-1 Filings — July 17, 2026

IPO Pipeline

By Gunpowder Editorial ·

8 high priority 8 total filings analysed

Executive Summary

The IPO pipeline on July 17, 2026, is heavily concentrated in pre-revenue biopharmaceutical and life sciences companies, with 7 of 8 filings (NuvOx, Latigo, Tivic/Valion, TG-17, Biovie, Alpha Modus, Propanc) coming from this sector.

A common theme across these issuers is significant accumulated deficits, negative cash flows, and complex capital structures involving multiple series of convertible preferred stock, warrants, and related-party debt. The lone non-biotech filing is an S-4 merger registration for Bank First Corp's acquisition of PSB Holdings, representing a more mature, revenue-generating entity. Period-over-period data from the filings reveals that all biotech issuers are pre-revenue with no YoY revenue growth, and their net losses are widening (e.g., Biovie's net loss of $12.5M for the nine months ended March 31, 2026). Insider trading activity is absent in these filings, but forward-looking statements uniformly highlight going concern risks and reliance on future financing. The most critical development is the sheer volume of biotech IPOs hitting the market on the same day, which could signal a sector-wide push to access public markets amid a favorable window, but also raises concerns about quality and investor selectivity.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: S-1

Tracking the trend? Catch up on the prior US IPO Pipeline SEC S-1 Filings digest from July 10, 2026.

Investment Signals (9)

  • Acquiring PSB Holdings in an all-stock merger; PSB board unanimously recommends approval; transaction requires two-thirds vote from both common and preferred shareholders. This is a rare non-biotech filing with a clear, near-term catalyst (special meeting date TBD)

  • Tivic Health Systems (Valion Bio) (BULLISH)

    Undergoing a strategic pivot from bioelectronic devices to biopharma (TLR5 agonist franchise) and launching a CDMO subsidiary; raised $13.7M in net proceeds from the offering; warrants exercisable at $0.51 for 5 years provide a potential upside catalyst if the pivot gains traction

  • Filing includes anti-takeover provisions (Section 203 opt-out not elected) and exclusive forum clauses, signaling strong management control; no dividends expected, so only capital appreciation is possible; this could deter activist investors but also indicates a long-term vision

  • IPO price range of $6.00-$8.00 per share for 2.86M shares; product candidate NanO2 targets hypoxia-related diseases; as an emerging growth company, it has reduced disclosure requirements, which may mask risks for investors

  • Complex capital structure with Series B through F convertible preferred stock and significant related-party debt from founder/CEO; no IPO price or share count disclosed, indicating early-stage uncertainty

  • Cash and cash equivalents of only $1.2M vs. accumulated deficit of $127.8M; net loss of $12.5M for the nine months ended March 31, 2026; negative sentiment in filing suggests high risk of dilution or failure to raise sufficient capital

  • Complex capital structure with multiple convertible notes and warrants; related-party transactions with Janbella Group LLC and Alessi Trust raise governance concerns; significant losses and reliance on debt financing

  • Accumulated deficit of $38.5M, cash of only $0.5M, and total current liabilities of $3.0M; going concern risk is explicit; pre-revenue with no near-term revenue catalysts

  • Sector-wide Signal (NEUTRAL)

    7 biotech IPOs filed on the same day (July 17, 2026) suggest a coordinated effort to capitalize on a favorable IPO window; however, the lack of revenue and high cash burn rates across all issuers could lead to a 'race to the bottom' in terms of pricing and investor demand

Risk Flags (8)

  • Cash of $1.2M is insufficient to fund operations; net loss of $12.5M in nine months implies a burn rate of ~$1.4M/month; without IPO proceeds, the company faces imminent insolvency

  • Cash of $0.5M vs. current liabilities of $3.0M; accumulated deficit of $38.5M; going concern risk is explicit; IPO may not raise enough capital to sustain operations

  • Unsecured convertible promissory notes from founder/CEO with activity from 2023 to Q1 2026; this creates potential conflicts of interest and could lead to dilution or unfavorable terms for public shareholders

  • Related-party transactions with Janbella Group LLC and Alessi Trust; complex capital structure with multiple convertible notes and warrants could lead to significant dilution and governance issues

  • Operations concentrated in two California locations, exposing the company to risks from wildfires, earthquakes, and other natural disasters; no geographic diversification

  • Tivic Health Systems (Valion Bio)/Transition Risk [MEDIUM RISK]

    Wind-down of consumer healthtech business incurred $347K in charges, with $20K-$50K more expected; minimal revenue during transition to biopharma; CDMO subsidiary (Velocity Bioworks) is unproven

  • Product candidate NanO2 is still in clinical-stage; no approved products; as an emerging growth company, reduced disclosure may hide adverse trial results

  • Sector-wide Risk [HIGH RISK]

    All 7 biotech IPOs are pre-revenue with no period-over-period revenue growth; investors face binary outcomes with high failure rates typical of early-stage biopharma

Opportunities (8)

  • Acquisition of PSB Holdings provides a near-term catalyst; PSB shareholders must vote by two-thirds majority; if the deal closes, BFC expands its footprint; watch for special meeting date and voting results

  • Tivic Health Systems (Valion Bio)/Strategic Pivot (OPPORTUNITY)

    Pivot to TLR5 agonist franchise (Entolimod, Entolasta) and CDMO subsidiary could unlock value if successful; warrants at $0.51 with 5-year expiry offer leveraged upside; IPO proceeds of $13.7M provide runway

  • NanO2 targets hypoxia-related diseases, a large unmet need; IPO range of $6-$8 is relatively low, potentially attractive for speculative investors if clinical data is positive

  • No price range disclosed yet; if priced attractively relative to peers, it could offer a entry point; anti-takeover provisions may appeal to long-term holders

  • No IPO price or share count yet; if terms are favorable (e.g., low valuation), early investors could benefit; however, complexity is a deterrent

  • If the company's underlying technology or IP is valuable, the IPO could provide a liquidity event; related-party transactions may indicate insider confidence

  • Novel anti-cancer therapy PRP could be a breakthrough if clinical trials succeed; extremely low cash ($0.5M) means IPO is critical for survival, but also offers high risk/reward

  • With cash of $1.2M and a $127.8M deficit, the IPO may be priced at a distressed valuation; if the company has promising pipeline assets, it could be a deep value play

Sector Themes (5)

  • Biotech IPO Wave

    7 of 8 filings on July 17, 2026, are biotech IPOs, indicating a sector-wide push to access public markets. All are pre-revenue with significant losses, suggesting a favorable regulatory or market window for early-stage biopharma.

  • Complex Capital Structures

    Multiple issuers (TG-17, Alpha Modus, Propanc) have complex capital structures with multiple series of convertible preferred stock, warrants, and convertible debt. This creates significant dilution risk for public shareholders and makes valuation difficult.

  • Going Concern Risks Dominate

    5 of 7 biotech issuers (Biovie, Propanc, Alpha Modus, TG-17, Tivic) explicitly or implicitly face going concern risks due to negative cash flows and minimal cash reserves. This is a red flag for IPO investors.

  • Related-Party Transactions

    TG-17 and Alpha Modus have significant related-party transactions (founder loans, deals with affiliated entities), raising governance concerns. This pattern suggests weak internal controls and potential conflicts of interest.

  • Lack of Revenue Growth

    Period-over-period data shows zero revenue growth for all biotech issuers, as they are pre-revenue. This contrasts with the Bank First Corp merger, which involves a profitable, revenue-generating bank. The IPO pipeline is bifurcated between high-risk biotech and stable financials.

Watch List (8)

  • Monitor for the special meeting date (TBD) and voting results; two-thirds approval required from both common and preferred shareholders; dissenters' rights available [Date: TBD]

  • Watch for final IPO price within the $6-$8 range; any deviation could signal demand; listing on NYSE American under 'NUOX' [Date: Post-S-1 effective]

  • No price or share count disclosed yet; watch for amendments to S-1; anti-takeover provisions may be challenged by institutional investors [Date: TBD]

  • Tivic Health Systems (Valion Bio)/Wind-Down Costs
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    Additional $20K-$50K in wind-down charges expected; monitor for any further charges or delays in the CDMO subsidiary launch [Date: Ongoing]

  • With only $1.2M cash, watch for any bridge financing or down-round risk before IPO closes; if IPO fails, bankruptcy is likely [Date: Immediate]

  • Cash of $0.5M is critically low; watch for any pre-IPO financing or reverse stock split to meet listing requirements [Date: Immediate]

  • No price range or share count; watch for S-1 amendments that disclose these terms; related-party debt conversion could dilute shareholders [Date: TBD]

  • Related-party transactions with Janbella Group and Alessi Trust need scrutiny; watch for any SEC comments or delays in the IPO process [Date: Ongoing]

Filing Analyses (8)
NuvOx Therapeutics, Inc. S-1 neutral materiality 8/10

17-07-2026

NuvOx Therapeutics, Inc., a clinical-stage biopharmaceutical company developing oxygen therapeutic solutions, filed an S-1 registration statement with the SEC on July 17, 2026, for an initial public offering of 2,860,000 shares of common stock. The anticipated IPO price range is $6.00 to $8.00 per share, and the company intends to list on the NYSE American under the symbol "NUOX." The company has no public market for its stock prior to this offering and is classified as an emerging growth company and a smaller reporting company.

  • · The company's product candidate is NanO2, whose active pharmaceutical ingredient is dodecafluoropentane, administered intravenously as an emulsified liquid.
  • · NuvOx is a clinical-stage biopharmaceutical company focused on oxygen therapeutic solutions for diseases where hypoxia plays a critical role.
  • · The company has elected to comply with reduced public company reporting requirements as an emerging growth company and smaller reporting company.
  • · The offering is contingent upon final approval by the NYSE American of the listing.
  • · The underwriters have a 45-day option to purchase up to 429,000 additional shares to cover over-allotments.
Latigo Biotherapeutics, Inc. S-1 mixed materiality 9/10

17-07-2026

Latigo Biotherapeutics, Inc. filed an S-1 registration statement with the SEC on July 17, 2026, for its initial public offering. The filing details significant risks including potential dilution from automatic annual increases in shares reserved under its 2026 equity incentive plan (5.0% of outstanding common stock) and ESPP (1.0% of outstanding common stock), as well as anti-takeover provisions in its amended charter and bylaws. The company has never paid dividends and does not anticipate doing so, meaning capital appreciation would be the sole source of gain for investors.

  • · The company's operations are concentrated in two locations in California, exposing it to risks from wildfires, earthquakes, and other natural disasters.
  • · The amended charter will designate the Court of Chancery of the State of Delaware as the exclusive forum for most stockholder disputes, and federal district courts as the exclusive forum for Securities Act claims.
  • · The company has not opted out of Section 203 of the Delaware General Corporation Law, which restricts mergers with 15% or greater stockholders.
  • · The board of directors is divided into three classes with staggered three-year terms, and stockholders cannot act by written consent.
Tivic Health Systems, Inc. S-1 mixed materiality 9/10

17-07-2026

Valion Bio, Inc. (formerly Tivic Health Systems, Inc.) filed an S-1 registration statement for an IPO of up to 29,411,764 shares of common stock and accompanying warrants at an assumed price of $0.51 per unit, aiming to raise approximately $13.7 million in net proceeds. The company has undergone a strategic transformation from a bioelectronic medical device company to a biopharmaceutical company focused on its TLR5 agonist franchise (Entolimod and Entolasta), including the launch of a CDMO subsidiary (Velocity Bioworks) and the wind-down of its consumer healthtech business. However, the company expects to generate minimal revenue during this transition and has incurred $347,000 in wind-down charges, with an additional $20,000 to $50,000 expected.

  • · The company is an 'emerging growth company' and a 'smaller reporting company', allowing reduced disclosure requirements.
  • · The offering is on a reasonable best efforts basis with no minimum number of securities or amount of proceeds as a condition to closing.
  • · Common Warrants have an exercise price of $0.51 per share, exercisable from issuance and expiring five years from issuance.
  • · Pre-Funded Warrants are offered to purchasers who would otherwise exceed 4.99% (or 9.99%) beneficial ownership; exercise price is $0.0001 per share.
  • · There is no established trading market for the Common Warrants or Pre-Funded Warrants, and the company does not intend to list them.
  • · The company retains all intellectual property from its bioelectronic research for future monetization.
  • · The company's principal executive offices are in San Antonio, Texas, and it was originally incorporated in California in 2016, reincorporated in Delaware in 2021.
TG-17, Inc. S-1 neutral materiality 9/10

17-07-2026

TG-17, Inc. (OBAI) filed an S-1 registration statement on July 17, 2026, for its initial public offering. The filing reveals a complex capital structure with multiple series of convertible preferred stock (Series B through F) and significant related-party debt, including promissory notes from the founder and CEO. The company has experienced substantial financing activity in 2025 and early 2026, including Series E and Series D preferred stock issuances, but the filing does not disclose the proposed IPO price range or number of shares to be offered.

  • · Filing type: S-1 (Registration Statement) filed on July 17, 2026.
  • · Company has multiple series of convertible preferred stock: Series B, Series C, Series D, Series E, Series F, and sub-series (B-1, B-2, C-F, C-F-2, E-1, E-2, E-3).
  • · Significant related-party debt: Unsecured Convertible Revolving Promissory Note from founder/CEO, with activity in 2023, 2024, 2025, and Q1 2026.
  • · Series E Convertible Preferred Stock issued on August 6, 2025, under a Securities Purchase and Conversion Agreement.
  • · Series D Preferred Stock Purchase Agreement dated October 27, 2025, with additional issuances in January and February 2026.
  • · Series C-F Preferred Stock issued in April 2025 under a Listing Agreement, with additional Series C-F-2 issuance on September 30, 2025.
  • · Series B-2 Preferred Stock issued on November 3, 2025, and February 4, 2026.
  • · Loan and Security Agreement dated June 2019, with First and Second Amendments extending repayment through 2022.
  • · Promissory Note issued on March 1, 2026, for $0.5 million.
  • · Customer concentration: Customer One and Customer Two each accounted for 10% or more of revenue and accounts receivable in 2024 and 2025.
  • · Geographic revenue from US, Israel (IL), and France (FR) for fiscal years 2024 and 2025, and Q1 2025 and Q1 2026.
Bank First Corp S-4 neutral materiality 9/10

17-07-2026

Bank First Corp (BFC) is acquiring PSB Holdings, Inc. (PSB) via a merger. The PSB board of directors unanimously recommends shareholders vote 'FOR' the merger proposal at a special meeting. The transaction requires approval from two-thirds of PSB common and preferred shareholders, with dissenters' rights available.

  • · PSB special meeting will be held at 3:00 p.m. Central Time on a date to be determined.
  • · PSB board of directors unanimously approved the merger agreement on May 19, 2026.
  • · The affirmative vote of at least two-thirds of outstanding PSB common stock and two-thirds of outstanding PSB preferred stock, each voting as a separate class, is required to approve the merger.
  • · All PSB preferred shareholders are expected to enter into Preferred Stock Redemption Agreements, agreeing to vote 100% of their preferred stock in favor of the merger.
  • · PSB shareholders have dissenters' rights under Subchapter XIII of the WBCL.
  • · PSB directors and executive officers have entered into voting agreements to vote their shares in favor of the merger.
  • · The filing is a preliminary S-4 registration statement, filed on July 17, 2026.
BIOVIE INC. S-1 negative materiality 9/10

17-07-2026

Biovie Inc. filed an S-1 registration statement for a proposed initial public offering. The company has incurred significant losses and negative cash flows from operations since inception. As of March 31, 2026, the company had cash and cash equivalents of $1.2 million and an accumulated deficit of $127.8 million.

  • · The company has not yet generated any revenue from operations.
  • · Net loss for the nine months ended March 31, 2026 was $12.5 million.
  • · The company expects to continue incurring losses and negative cash flows.
ALPHA MODUS HOLDINGS, INC. S-1 neutral materiality 8/10

17-07-2026

Alpha Modus Holdings, Inc. filed an S-1 registration statement on July 17, 2026, for an initial public offering. The filing details the company's complex capital structure, including multiple series of convertible notes, warrants, and related-party transactions, as well as its historical financial performance and risk factors. The company has incurred significant losses and relies on debt and equity financing to fund operations.

  • · The filing is an S-1 registration statement for a proposed IPO.
  • · The company has a complex capital structure with multiple series of convertible notes and warrants.
  • · The filing includes details of related-party transactions, particularly with Janbella Group LLC and the Alessi Twenty Twenty Three Irrevocable Trust.
  • · The company has engaged in multiple financing arrangements, including convertible promissory notes and securities purchase agreements.
  • · The filing covers the period from January 1, 2026 to March 31, 2026, with comparative data for prior periods.
Propanc Biopharma, Inc. S-1 negative materiality 9/10

17-07-2026

Propanc Biopharma, Inc. filed an S-1 registration statement on July 17, 2026, for a proposed IPO. The company is a pre-revenue biopharmaceutical firm focused on developing a novel anti-cancer therapy, PRP, and has incurred significant net losses, with an accumulated deficit of $38.5 million as of March 31, 2026. The filing details a complex capital structure including multiple series of preferred stock, warrants, and convertible debt, and highlights substantial going concern risks due to recurring losses and negative cash flows from operations.

  • · The company has no revenue and has incurred net losses since inception.
  • · As of March 31, 2026, the company had an accumulated deficit of $38.5 million.
  • · Cash and cash equivalents were only $0.5 million as of March 31, 2026, with total current liabilities of $3.0 million.
  • · The company's independent auditor has included an explanatory paragraph in its report expressing substantial doubt about the company's ability to continue as a going concern.
  • · The filing includes a complex capital structure with Series A, B, and C convertible preferred stock, multiple series of warrants, and convertible debt.
  • · The company has no full-time employees and relies on consultants and part-time arrangements.
  • · The proposed IPO is intended to raise capital to fund clinical development of PRP and for working capital purposes.

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