LuminOne Blog

Biotech's Big Rounds Are Vanishing, Not Its Median Raise

Jul 23, 2026Updated Sep 15, 20267 min readDhruv Patwardhan

At a glance

A decade of SEC Form D filings shows new filing activity and the median private offering near historical levels, while rounds of $50 million and up have fallen.

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Biotech FundingCDMO Business DevelopmentForm DMarket SignalsOriginal Research

The number of new biotech and pharmaceutical Form D filings remained within its historical range in 2026 Q2. This measures filing activity, not company formation. In the second quarter, 196 biotechnology and pharmaceutical companies filed a Form D for a new private raise, squarely inside the 160-to-200 range the sector has run in most quarters for a decade. The median raise, about $4.7 million, was close to where it has sat since 2023.

What changed is the top of the market. Total disclosed capital across those filings was $2.89 billion in 2026 Q2, down from $4.54 billion in the same quarter a year earlier. Offerings of $50 million or more fell from 26 in late 2025 to 13, the fewest in a quarter since 2019, and the dollars in those large rounds account for 87 percent of the decline from Q4 2025 to Q2 2026, a different comparison from the year-over-year figure above. The median biotech raise held its ground. The large-offering segment is the part that thinned out.

For anyone whose business depends on funded biotechs, that distinction matters more than the headline number, and it is not visible unless you separate the large rounds from the rest.

The data

This analysis reads every biotech and pharmaceutical Form D filing in the SEC's structured data sets from 2016 Q1 through 2026 Q2, one consistent pipeline across 42 quarters. The recent quarters in context:

Table 1 · Scroll horizontally to read every column.

Quarter New raises Median round Total capital Rounds ≥ $50M
2025 Q1 192 $5.00M $4.39B 22
2025 Q2 173 $5.00M $4.54B 21
2025 Q3 168 $5.56M $3.49B 15
2025 Q4 192 $7.45M $4.97B 26
2026 Q1 164 $5.00M $3.39B 17
2026 Q2 196 $4.70M $2.89B 13
New raises and median round size by quarter, 2025 Q1 to 2026 Q2 Two panels. The count of new biotech and pharmaceutical Form D raises stays between 164 and 196 across six quarters, inside the 160 to 200 band the sector has run in for a decade. The median round sits near five million dollars in every quarter except 2025 Q4, which reached 7.45 million. New raises per quarter Every quarter inside the 160 to 200 band the sector has run in for a decade 200 160 192 173 168 192 164 196 Median round Close to its multi-year level of about $5 million, apart from one quarter $5M $5.00M $5.56M $7.45M $4.70M Q1 2025 Q2 Q3 Q4 Q1 2026 Q2 Both panels start at zero. Source: SEC Form D data sets, pulled 23 July 2026.

Two panels. The count of new biotech and pharmaceutical Form D raises stays between 164 and 196 across six quarters, inside the 160 to 200 band the sector has run in for a decade. The median round sits near five million dollars in every quarter except 2025 Q4, which reached 7.45 million.

View chart 1 at a readable size
New raises and median round size by quarter, 2025 Q1 to 2026 Q2 Two panels. The count of new biotech and pharmaceutical Form D raises stays between 164 and 196 across six quarters, inside the 160 to 200 band the sector has run in for a decade. The median round sits near five million dollars in every quarter except 2025 Q4, which reached 7.45 million. New raises per quarter Every quarter inside the 160 to 200 band the sector has run in for a decade 200 160 192 173 168 192 164 196 Median round Close to its multi-year level of about $5 million, apart from one quarter $5M $5.00M $5.56M $7.45M $4.70M Q1 2025 Q2 Q3 Q4 Q1 2026 Q2 Both panels start at zero. Source: SEC Form D data sets, pulled 23 July 2026.
New filing activity and the typical offering, quarter by quarter. Neither moved much, which is the half of the story the headline decline hides.

The single quarter matters less than the shape over time. Quarterly biotech Form D capital has swung between roughly $2.2 billion and $9.1 billion since 2016, peaking near $9.1 billion in the 2021 boom. At $2.89 billion, 2026 Q2 is among the lower quarters in that decade, but it is not off the map: 2016 Q4 and 2019 Q1 came in lower still. This is why three quarters of decline is not, on its own, a trend. The value of the long series is that it lets each claim be checked against history instead of anchored to a convenient starting point.

Quarterly biotech and pharmaceutical Form D capital, 2016 to 2026 Total disclosed capital per quarter has ranged from about 2.2 to 9.1 billion dollars over the decade. It peaked near 9.1 billion in early 2021 and was 2.89 billion in 2026 Q2, among the lower quarters in the record but within the historical range. $0B$5B$10B $9.1B · 2021 $2.89B 2016'18'20'22'24'26

Total disclosed capital per quarter has ranged from about 2.2 to 9.1 billion dollars over the decade. It peaked near 9.1 billion in early 2021 and was 2.89 billion in 2026 Q2, among the lower quarters in the record but within the historical range.

View chart 2 at a readable size
Quarterly biotech and pharmaceutical Form D capital, 2016 to 2026 Total disclosed capital per quarter has ranged from about 2.2 to 9.1 billion dollars over the decade. It peaked near 9.1 billion in early 2021 and was 2.89 billion in 2026 Q2, among the lower quarters in the record but within the historical range. $0B$5B$10B $9.1B · 2021 $2.89B 2016'18'20'22'24'26
Total disclosed biotech and pharmaceutical Form D capital by quarter, 2016 Q1 to 2026 Q2. The recent decline is real, but the level is within the range the market has seen before.

Read against that history, the median raise is unremarkable. At $4.7 million it sits just under its multi-year level of about $5 million, and a bootstrap of the 2026 Q2 sample puts the 95 percent confidence interval at roughly $3.6 million to $5.3 million. The share of raises under $5 million was 51 percent, a slim majority, and in line with the higher end of the past decade rather than a record; that share topped 50 percent in a dozen earlier quarters, including a run through 2016 and 2017. On the ordinary raise, 2026 looks a lot like the years before it.

Where the decline actually sits

The capital that left is almost entirely in the largest rounds. From the late-2025 high to 2026 Q2, total disclosed capital fell by about $2.08 billion. Of that, $1.82 billion came from offerings of $50 million or more. Capital in every round below $50 million barely moved over the same stretch, holding between roughly $1.1 billion and $1.8 billion a quarter while the large-round total dropped from $3.4 billion to $1.6 billion.

Where the biotech Form D decline came from, by round size From Q4 2025 to Q2 2026, capital in offerings of 50 million dollars and up fell from about 3.4 billion to 1.56 billion, while capital in all smaller rounds stayed near 1.1 to 1.8 billion. The decline is concentrated in the largest rounds. $0B$2B$4B$4.5B2024 Q4$4.4B2025 Q1$4.5B2025 Q2$3.5B2025 Q3$5.0B2025 Q4$3.4B2026 Q1$2.9B2026 Q2Rounds $50M and upEverything under $50M

From Q4 2025 to Q2 2026, capital in offerings of 50 million dollars and up fell from about 3.4 billion to 1.56 billion, while capital in all smaller rounds stayed near 1.1 to 1.8 billion. The decline is concentrated in the largest rounds.

View chart 3 at a readable size
Where the biotech Form D decline came from, by round size From Q4 2025 to Q2 2026, capital in offerings of 50 million dollars and up fell from about 3.4 billion to 1.56 billion, while capital in all smaller rounds stayed near 1.1 to 1.8 billion. The decline is concentrated in the largest rounds. $0B$2B$4B$4.5B2024 Q4$4.4B2025 Q1$4.5B2025 Q2$3.5B2025 Q3$5.0B2025 Q4$3.4B2026 Q1$2.9B2026 Q2Rounds $50M and upEverything under $50M
Biotech and pharmaceutical Form D capital split by round size. The amber band, rounds of $50M and up, is where the money went; capital in smaller rounds barely moved.

The largest disclosed biotech and pharmaceutical raises in 2026 Q2 show what the thinning top still looks like, straight from the filings:

Table 2 · Scroll horizontally to read every column.

Company State Offering
MapLight Therapeutics, Inc. California $372.4M
Kriya Therapeutics, Inc. North Carolina $313.3M
Treeline Biosciences, Inc. Massachusetts $250.0M
SAB Biotherapeutics, Inc. Florida $175.0M
Galvanize Therapeutics, Inc. California $141.1M
Sparrow Pharmaceuticals, Inc. Oregon $121.4M

These raises still happen. There are simply fewer of them, and the tier just below, the $50-to-$100 million round that used to anchor a strong quarter, is where the count fell hardest.

What a Form D actually signals

Form D is often treated as an early warning that a company is out raising money. The filings say otherwise, and they have said so consistently for years.

The rule is direct. The SEC states plainly: "Companies must file Form D within 15 days after the first sale of securities." Across the 42 quarters in this analysis, the median filing shows about 85 percent of the round already sold at the moment it is filed, and that figure has held in a tight band the entire time. In 2026 Q2 it was 86 percent, with 93 percent of filings reporting at least some capital already taken in. These sold-at-filing figures do not establish that a raise is complete, or when proceeds will be spent on hiring, process development, manufacturing partners or lab supply.

For a supplier or partner, an amount sold is evidence of financing activity worth checking. The filing alone does not establish a closed round, an available supplier budget or an imminent purchase. Those require account-level confirmation.

Why it matters for the biotech supply chain

For the companies that sell into biotech, contract manufacturers, equipment and consumables vendors, reagent suppliers, and the services around them, the count and the concentration point in different directions. The number of funded accounts is steady, and the median account looks much as it did two years ago. What is scarcer is the outsized, well-capitalized program that can anchor a sales year on its own. My commercial inference is that coverage of the broad middle matters more when the top is thinner. A filing can prompt timely research, but it cannot establish the purchasing window.

Method and limitations

The source is the SEC's Form D data sets, the authoritative machine-readable record of exempt-offering notices, pulled on 23 July 2026 for the quarters 2016 Q1 through 2026 Q2. A filing is included when the filer self-reports an industry group of Biotechnology or Pharmaceuticals. Amendments are dropped so each raise is counted once, and filings reporting a zero or indefinite offering amount are excluded. "Rounds of $50 million or more" uses a single boundary of greater than or equal to $50 million everywhere in this piece. Capital figures use the total offering amount; the sold-at-filing figures compare amount sold to that total.

Several limits are worth stating directly. Quarterly totals are heavy-tailed: a single very large round moves them, which is why the median, the size mix, and the large-versus-small split are shown alongside the total. Industry is self-reported, so a company's own choice of category decides whether it appears. Form D covers exempt offerings only and undercounts private financing, because filing is not a condition of the exemption and late or missed filings happen; the SEC brought its first-ever settled enforcement actions specifically for failing to timely file Form D in December 2024, with its then Acting Director of Enforcement, Sanjay Wadhwa, calling timely Form D filing "vital to the Commission's efforts to promote investor protection while also facilitating capital formation, especially with respect to small businesses." The data reflects filings as received in a quarter, so it lags the underlying financing by the time it takes companies to file. The offering amount is the stated size of a raise, not a guarantee of dollars closed. For all of these reasons the totals here will not line up with commercial databases such as PitchBook or Crunchbase, which draw on different sources and definitions.

Anyone can reproduce this. The data sets are free, the filters above are the entire method, and the quarterly aggregate table and the code behind it are available on request, along with the issuer-level extract for reporters who want to check the named rounds.

Disclosure: LuminOne builds software that reads filings like these for life-sciences commercial teams, which is why we track them. This analysis uses only public SEC data and can be reproduced from the source above. It is intended to be updated each quarter.

Questions, answered

Questions about this analysis

Did biotech funding fall in 2026?
Total disclosed capital in biotech and pharmaceutical Form D filings was $2.89 billion in 2026 Q2, down from $4.54 billion a year earlier, a 36 percent drop year over year. But the decline is concentrated in large rounds: capital in offerings of $50 million or more fell by about $1.8 billion, which accounts for roughly 87 percent of the total decrease from late 2025.
Is the median biotech raise shrinking?
Not by much. The median new biotech or pharmaceutical Form D offering was about $4.7 million in 2026 Q2, against $5.0 million a year earlier. The Q2 2026 median has a bootstrap 95 percent confidence interval of roughly $3.6 million to $5.3 million; that alone is not a formal test of the year-over-year change. The typical raise has sat near $5 million for several years; what fell is the number and size of the largest rounds.
How many biotechs filed a Form D in 2026 Q2?
196 biotechnology and pharmaceutical companies filed a Form D for a new raise in 2026 Q2. That is in the middle of the 160-to-200 band the sector has run in most quarters for the past decade, which describes filing activity, not a direct measure of company formation.
Does a Form D filing mean a biotech is fundraising right now?
A filing can report capital already sold, but does not establish that a round is complete. In this sample the median filing reports about 85 percent of its stated offering amount sold. That is a financing signal to investigate, not proof of a procurement budget or spending date.
Does Form D data capture all biotech funding?
No. Form D covers exempt private offerings only. It excludes public offerings, non-dilutive grants, and any raise structured outside the exemption, and industry is self-reported by the filer. Late and non-filing occur. Its stated offering amounts are not a floor on capital actually raised, nor a complete count of financing activity, and its totals will not match commercial databases like PitchBook or Crunchbase.

Written by

Dhruv Patwardhan

Founder, LuminOne

Dhruv Patwardhan is the founder of LuminOne, building ARIA, a reasoning platform for life sciences commercial teams. He brings 15+ years of life-sciences commercial experience across bioprocess equipment, consumables, CDMOs and pharma, including running a downstream command center at Cytiva, within Danaher, during COVID. He writes about commercial AI that shows its sources and asks before it acts.

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