US IPO Pipeline SEC S-1 Filings — August 25, 2026

25-08-2026

Repligen Corporation (RGEN) is merging with BioLife Solutions, Inc. in a stock-and-cash transaction expected to close in Q4 2026. BioLife stockholders will receive Repligen common stock and cash consideration, and will own an estimated percentage of the combined company. The merger is subject to BioLife stockholder approval, antitrust clearance, and other customary conditions.

• · BioLife stockholders who do not vote in favor of the merger and meet strict procedural requirements may seek appraisal of their shares under Delaware law.
• · The merger is structured as a 'reorganization' under Section 368(a) of the Internal Revenue Code, generally resulting in gain recognition limited to cash received.
• · Conditions to closing include BioLife stockholder approval, HSR Act waiting period expiration, SEC effectiveness of the registration statement, and Nasdaq listing authorization.
• · BioLife's principal executive offices are in Bothell, Washington; Repligen is headquartered in Waltham, Massachusetts.
• · BioLife focuses on biopreservation media and cell processing for cell and gene therapy; Repligen provides bioprocessing technologies for biologic drug manufacturing.

25-08-2026

Haymaker Acquisition Corp V filed an S-1 registration statement for an initial public offering of 25,000,000 units at an assumed price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one-fourth of one warrant. The SPAC's sponsor initially acquired 5,750,000 founder shares for $25,000 ($0.004 per share), and up to 937,500 of those shares will be surrendered for no consideration depending on the over-allotment option exercise. The warrants have an exercise price of $11.50 per share and become exercisable 30 days after a business combination, with a redemption trigger at $18.00 per share.

• · The warrants have an exercise price of $11.50 per share, subject to anti-dilution adjustments if additional shares are issued below $9.20 per share.
• · Warrants become exercisable 30 days after the completion of the initial business combination and expire five years after that date.
• · Redemption of warrants at $0.01 per warrant is permitted if the Class A share price equals or exceeds $18.00 for 20 trading days within a 30-day period.
• · The sponsor paid $25,000 for 5,750,000 founder shares, representing a price of approximately $0.004 per share.
• · Up to 937,500 founder shares will be surrendered for no consideration depending on the extent to which the underwriters' over-allotment option is exercised.
• · The units will not trade separately until a Current Report on Form 8-K with an audited balance sheet reflecting the gross proceeds is filed.

25-08-2026

MiMedx Group, Inc. (MDXG) filed an S-4 registration statement on August 24, 2026, in connection with its proposed merger with Sanara MedTech Inc. (SMTI). Under the merger agreement dated July 29, 2026, Sanara shareholders will receive $33.00 in cash and 0.4735 shares of MiMedx common stock per share, implying a value of $35.06 per share based on July 28, 2026 closing prices. The merger requires Sanara shareholder approval, and the Sanara Board has unanimously recommended approval. The transaction is expected to close after regulatory and shareholder approvals, with the combined company ownership split to be determined.

• · Merger Agreement dated July 29, 2026
• · Merger Sub will merge with and into Sanara, with Sanara surviving as a wholly-owned subsidiary of MiMedx
• · Sanara shareholders will receive $33.00 cash and 0.4735 shares of MiMedx common stock per share
• · Stock consideration value of $2.00 per share based on average closing price of MiMedx stock for five trading days prior to July 29, 2026
• · Implied value of merger consideration on July 28, 2026 was $35.06 per Sanara share
• · MiMedx common stock trades on Nasdaq under symbol 'MDXG'
• · Sanara common stock trades on Nasdaq under symbol 'SMTI'
• · Sanara Board unanimously recommends approval of the merger
• · Certain Sanara shareholders entered into a Voting Agreement to support the merger
• · Special Meeting of Sanara shareholders will be held virtually
• · Merger requires approval of Sanara shareholders
• · Merger Consideration may be subject to adjustment
• · Market value of stock component will fluctuate with MiMedx stock price

25-08-2026

AParadise Acquisition Corp. filed an S-1 registration statement for its IPO on August 25, 2026. The filing details the company's financials, capital structure, and business operations, including significant related-party transactions and equity instruments such as warrants, SAFEs, and stock options. The company has incurred net losses in recent periods, with accumulated deficits and reliance on working capital notes from related parties.

• · The filing includes restated financials for prior periods, indicating accounting adjustments.
• · Related-party working capital notes were issued, with a note dated March 18, 2026.
• · Multiple tranches of stock sales (Tranche One, Two, Three) are detailed, with Tranche Three occurring after the balance sheet date (August 14, 2026).
• · Equity-classified warrants and SAFE warrants are part of the capital structure.
• · The company has assets including construction in progress, computer equipment, furniture, and a 50-meter portable pool.

25-08-2026

Ocean Power Technologies, Inc. filed an S-1 registration statement with the SEC on August 25, 2026, registering shares of common stock for resale by selling stockholders. The company will not receive any proceeds from the sale. As of August 20, 2026, there were 270,138,823 shares of common stock outstanding, along with options, restricted stock units, and warrants representing potential future dilution.

• · The company will not receive any proceeds from the sale of shares by selling stockholders.
• · The company has a Section 382 Tax Benefits Preservation Plan to protect net operating loss carryforwards.
• · The company is subject to Section 203 of the Delaware General Corporation Law regarding business combinations with interested stockholders.
• · Directors may be removed only for cause under the certificate of incorporation, but the Board takes the position that this provision is unenforceable under Delaware law.
• · Stockholder action by written consent is not permitted; special meetings may only be called by the chairman, CEO, president, or Board.