As reported yesterday by Reuters, a California-based biotech company just priced an IPO after its registration statement went effective — during the government shutdown and 20 calendar days after filing in accordance with Section 8(a) of the Securities Act. The offering was already publicly flipped on September 19, before the shutdown, starting the 15-day clock (and suggesting there were likely few, if any, Staff comments still outstanding). Having filed on October 6 before the Corp Fin Staff’s updated guidance, the S-1/A contained a pinpoint price. It also, of course, removed the delaying amendment and included the magic words from Rule 473(b).

The commencement press release included the following:

MapLight has included in the registration statement the proposed public offering price and the number of shares offered and specific language under Rule 473(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), such that the registration statement is expected to become automatically effective 20 calendar days after today’s filing, or October 26, 2025, pursuant to Section 8(a) of the Securities Act. MapLight expects to complete the pricing of the proposed public offering on or after such date. In the event that the federal government and the SEC resume normal operations prior to October 26, 2025, MapLight will re-evaluate the use of Section 8(a) in connection with the proposed public offering.

The S-1/A included this risk factor:

As a result of the shutdown of the federal government, we have determined to rely on Section 8(a) of the Securities Act to cause the registration statement of which this prospectus forms a part to become effective automatically. Our reliance on Section 8(a) could result in a number of potential adverse consequences, including the need for us to file a post-effective amendment and distribute an updated prospectus to investors, or a stop order issued preventing use of the registration statement, and a corresponding substantial stock price decline, litigation, reputational harm or other negative results.

The registration statement of which this prospectus forms a part is expected to become automatically effective by operation of Section 8(a) of the Securities Act on the 20th calendar day after the most recent amendment of the registration statement filed with the SEC, in lieu of the SEC declaring the registration statement effective following the completion of its review. Although our reliance on Section 8(a) does not relieve us and other parties from the responsibility for the adequacy and accuracy of the disclosure set forth in the registration statement and for ensuring that the registration statement complies with applicable requirements, use of Section 8(a) poses a risk that, after the date of this prospectus, we may be required to file a post-effective amendment to the registration statement and distribute an updated prospectus to investors, or otherwise abandon this offering, if changes to the information in this prospectus are required, or if a stop order under Section 8(d) of the Securities Act prevents continued use of the registration statement. These or similar events could cause the trading price of our common stock to decline substantially, result in securities class action or other litigation, and subject us to significant monetary damages, reputational harm and other negative results.

I *think* this is the first operating company IPO to price during the shutdown. (It seems there have been two SPACs.) We don’t know of any IPOs that priced during the 2018-2019 government shutdown. Numerous companies had removed their delaying amendments, but most (like this one) added the delaying amendment back on the registration statement when the SEC reopened. If anyone knows of a prior instance of an IPO pricing after the S-1 went effective under Section 8(a), please reach out!

– Meredith Ervine