Windward Bio Group AG filed Amendment No. 2 to its Form F-1 registration statement with the U.S. Securities and Exchange Commission on November 9, 2026, covering a proposed initial public offering of 10,294,117 common shares at an estimated price range of $16.00 to $18.00 per share.

Key Highlights

  • Offering size: The company is offering 10,294,117 common shares in its initial public offering, with an estimated price range of $16.00 to $18.00 per share.
  • Proposed listing: The company has applied to list its common shares on the Nasdaq Global Market under the symbol "WWB," though the filing notes there is no assurance the application will be approved.
  • Underwriter option: The underwriters have been granted an option to purchase up to 1,544,117 additional common shares, exercisable within 30 days after the date of the final prospectus.
  • Concurrent private placement: Sanofi Foreign Participations B.V. has agreed to purchase 1,532,691 common shares and pre-funded warrants to purchase 1,408,485 common shares for an aggregate purchase price of $50.0 million, based on an assumed IPO price of $17.00 per share.
  • Registrant status: The company is classified as both an "emerging growth company" and a "foreign private issuer" under applicable SEC rules.
  • Underwriters: Jefferies, TD Cowen, Piper Sandler, and UBS Investment Bank are listed as underwriters for the offering.

Windward Bio Group AG's IPO Structure and Sanofi Concurrent Private Placement

Windward Bio Group AG, a Swiss company incorporated at Aeschenplatz 6, 4052 Basel, Switzerland, filed Amendment No. 2 to its Form F-1 registration statement on November 9, 2026. According to the filing, the company is offering 10,294,117 common shares in what it describes as its initial public offering, with no public market currently existing for its shares. The estimated initial public offering price is between $16.00 and $18.00 per common share.

The filing discloses a concurrent private placement with Sanofi Foreign Participations B.V., under which Sanofi has agreed to purchase 1,532,691 common shares and pre-funded warrants covering 1,408,485 common shares, for an aggregate purchase price of $50.0 million based on an assumed price of $17.00 per share. The filing notes that "the number of common shares to be purchased pursuant to the securities purchase agreement will not change; however, the number of common shares underlying the pre-funded warrants will be adjusted based on the final purchase price per share." The concurrent private placement is conditioned on and expected to close concurrently with the IPO, though the filing states the IPO itself is not contingent on the private placement closing. The underwriters are also acting as placement agents for the private placement and will receive a placement agent fee equal to 3.0% of the total purchase price of the private placement shares.

The registration statement carries Registration Statement No. 333-299608. The filing identifies Luca Santarelli as Chief Executive Officer. Cooley LLP and Latham & Watkins LLP are listed as U.S. counsel, while Niederer Kraft Frey AG and Advestra AG are listed as Swiss counsel. The company notes it qualifies as an emerging growth company and a foreign private issuer, making it eligible for reduced public company disclosure requirements under applicable SEC rules.

What Was Disclosed

Windward Bio Group AG filed Amendment No. 2 to its IPO registration statement, disclosing a 10,294,117-share offering at a $16.00 to $18.00 price range, a $50.0 million concurrent private placement with Sanofi, and an application to list on the Nasdaq Global Market under "WWB."