When a venture-backed company lists on a public exchange, founders, employees, and early investors are typically subject to lock-up agreements that restrict selling pre-IPO shares immediately after listing. In the U.S., 180 days is the most common period, though specific terms vary. An employee holding 10,000 vested shares may be unable to sell until the applicable lock-up expires.

The tax timing can compound the issue. A non-qualified stock option (NSO) holder generally recognizes ordinary income when the option is exercised, based on the spread between fair market value and exercise price. Restricted stock units (RSUs) are generally taxed when they vest and settle. This can create a timing mismatch: the tax liability may arise while shares remain locked up.

After lock-up expiry, affiliates - officers, directors, and 10%-plus shareholders - may also face Rule 144 restrictions on how much stock they can sell in any three-month period. Knowing both timelines - the lock-up window and the tax trigger - matters for planning liquidity after an IPO.

Angle Health's financing announcement has two parts: a $200 million Series C investment in the company at a $2.7 billion valuation, and a $400 million tender offer allowing existing shareholders, including employees, to sell shares to new investors.

The tender offer provides liquidity to existing shareholders rather than new capital to the company. Vitruvian Partners led the financing. TechCrunch reported that employees could participate in the tender offer.

For cap table holders: a primary financing and a shareholder liquidity event can appear under one headline. The $600 million total consists of $200 million invested in the company and $400 million in secondary share sales.

Source: Fierce Healthcare

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