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IPO Readiness is not about going public. It’s about staying public

Justin Krystopher

Managing Director

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For business leaders considering an initial public offering, reverse merger, Special Purpose Acquisition Company transaction (SPAC) or direct listing, the message from Nutex Health Chairman and CEO Dr. Tom Vo is clear: The market is open, but selective. Investors want companies with strong fundamentals, credible growth stories, disciplined execution and leadership teams that understand life as a public company.

In a recent conversation with me, Vo discussed Nutex Health’s journey to the public markets, the trade-offs involved in choosing a path and the shifts required to operate under scrutiny.

The market is open — for the right companies

After a quieter period in 2023 and 2024, public equity markets are showing renewed activity. But today’s IPO market is more measured than the environment that existed several years ago. Investors are looking for proof.

  • Cash flow matters. Companies that can demonstrate strong cash generation, or a credible path to it, are more likely to gain investor confidence.
  • The story must be clear. A compelling narrative is important, but it has to be supported by performance.
  • Investor demand is selective. Capital is available, but the bar is higher for companies without proven fundamentals.

Leaders should not assume improving market conditions alone will carry a public offering. Readiness requires a stronger business case, sharper messaging and evidence that the company can perform under scrutiny.

Know your reasons

Vo described three primary motivations behind Nutex Health’s decision to become public: growth, liquidity and equity as a strategic currency. After more than a decade as a private company, Nutex wanted access to public markets to support expansion, provide liquidity for physician investors and use stock for acquisitions, executive compensation and employee alignment.

That alignment is critical. Equity can change how people think about the business. Employees who participate in ownership may feel more directly connected to enterprise value, performance and long-term outcomes.

There is no single best way to become public. Traditional IPOs, SPAC transactions, reverse mergers, direct listings and private capital alternatives all have different advantages and constraints. Vo says Nutex chose a reverse merger with a smaller public healthcare company, giving it a faster route without a traditional roadshow. The upside was speed and access. The downside was visibility.

A faster path may compress timelines, but it can also shift work to the post-transaction phase. Companies may need to build credibility, establish investor relationships and explain their business model while already operating in public.

Organizational, not transactional

Going public is one of the most significant changes a company can experience, affecting the board, executive team, finance, operations, communications and frontline employees. Private companies may answer to a small group of investors. Public companies answer to a far broader group of shareholders, analysts, regulators and stakeholders. That raises the stakes for stewardship, transparency, governance and execution, Vo says.

Public company readiness also requires benchmarking against public peers, understanding reporting cycles and strengthening governance capabilities, including requirements such as SOX compliance. For companies entering the public markets through a merger with an already public entity, those timelines can be especially compressed.

Leaders should prepare for the operating model of a public company before the transaction is complete. That includes controls, reporting infrastructure, investor relations, talent, governance, risk management and board oversight.

Expect disruption and prepare to adapt

No amount of preparation eliminates uncertainty. Since becoming public, Nutex has navigated regulatory changes, market downturns, activist attention, restatements, auditor changes and investor skepticism. Vo’s lesson for leaders: You cannot prepare for everything, but you can build a resilient organization that adapts.

  • Lead with conviction. Public company leaders must maintain focus through volatility, criticism and uncertainty.
  • Keep executing. The market eventually looks for evidence of consistent delivery.
  • Protect the core business. Investor messaging cannot compensate for weak operating performance.
  • Build resilience internally. Employees see the same headlines, market movements and criticism that investors do.

Public company pressure is not only external. Negative commentary, stock price volatility and regulatory issues can affect employee morale. Leaders need a clear mission, effective communication and a team that can stay focused on core stakeholders.

When bad news happens…

Public companies have limited room for ambiguity when challenges arise. Vo emphasized the importance of telling investors what happened, avoiding spin and explaining how management plans to address the issue.

  • Be transparent. Do not sugarcoat the issue.
  • Move quickly. Disclosure and response timelines can be tight.
  • Provide a path forward. Investors want to understand the corrective actions.
  • Stay focused. Management must address the issue without losing sight of the core business.

A public company’s credibility is tested most sharply in moments of stress. The quality of leadership communication during those periods can shape trust with investors, employees and other stakeholders.

Even the strongest CEO narrative will not persuade the market if the company is not delivering. Investors may need many quarters of consistent performance before they fully understand what the company does, how it creates value and how performance will be measured.

Calls to action: IPO readiness

1. Clarify the strategy. Shore up the strategy for scrutiny. Investors will look beyond growth projections to cash flow, margins, controls and execution. Speed, visibility, dilution, investor access and governance timelines vary by route.

2. Strengthen the operating model. Public company executives need resilience, discipline and a willingness to operate under constant observation and volatility.

3. Build the governance. Finance, compliance, reporting, internal controls and investor relations need to be sound and able to scale quickly.

4. Simplify the message. Employees need clarity and confidence when outside pressure increases. Establish and communicate clearly defined goals.

 Staying public is the name of the game

IPO readiness is not just about timing the market or selecting the right transaction structure. It is about building a company capable of operating with transparency, discipline and resilience once it is public.

Going public may open the door to growth, liquidity and visibility. But staying public requires something more demanding: the ability to perform, adapt and lead when everyone — including investors and employees — is watching.

For additional information about Protiviti’s Private Equity services, visit here.

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Justin Krystopher

By Justin Krystopher

Verified Expert at Protiviti

Justin Krystopher is a Managing Director with Protiviti. A CPA, Krystopher has extensive experience in the field of...

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