Biotech's Big Rounds Are Vanishing, Not Its Median Raise
A decade of SEC Form D filings shows biotech company formation and the median private raise holding steady, while rounds of $50 million and up have fallen.
Biotech company formation did not slow in 2026. 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. The median biotech raise held its ground. The nine-figure round 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:
| 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 |
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.
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.
The largest disclosed biotech and pharmaceutical raises in 2026 Q2 show what the thinning top still looks like, straight from the filings:
| 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. By the time a biotech's Form D appears, the raise is usually done and the money is being put to work, into hiring, process development, manufacturing partners, and lab supply.
That makes the filing a marker of committed capital. For a supplier or partner, it points to a company that has just closed a round and is about to start spending it, on a clock set by how quickly that capital gets allocated.
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. Coverage of the broad middle matters more when the top is thinner, and a raise that has already closed leaves a narrow window before the budget behind it is allocated.
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 closed-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.