Freenome, Inc. (FRNM) closes SPAC deal, nets $310.3M and new backers
Rhea-AI Filing Summary
Freenome, Inc., formerly Perceptive Capital Solutions Corp., completed its business combination and domestication on July 20, 2026, ceasing to be a shell company and becoming the public parent of Freenome Holdings, Inc. Its common stock now trades on the Nasdaq Capital Market under the symbol FRNM.
New Freenome received gross proceeds of approximately $310.3 million in connection with the transaction, including $70.3 million from PCSC’s trust account and $240.0 million from a PIPE in which investors purchased 24,000,000 shares at $10.00 per share. Holders of 1,392,723 Class A shares redeemed at about $10.82 per share for roughly $15.1 million. Pro forma securities outstanding include 68,065,429 shares issued to former Freenome stockholders, 6,478,269 to PCSC shareholders, 2,442,500 to the sponsor and initial shareholders, plus options on 8,272,601 shares and RSUs on 4,034,512 shares. Shares of New Freenome common stock issued and outstanding totaled 107,446,814 as of the Closing Date.
An Investor Rights Agreement and PIPE subscription agreements provide registration rights covering about 65,440,613 shares, representing approximately 60.9% of outstanding common stock, and key holders are subject to a six‑month lock‑up. New Freenome adopted a 2026 Equity Incentive Plan initially reserving 14,773,227 shares (with an automatic 5% annual increase feature) and a 2026 Employee Stock Purchase Plan initially reserving 2,462,204 shares with capped annual increases. A new Executive Severance Plan, updated charter and bylaws, a staggered seven‑member board, and auditor transition to EY were also put in place. Major holders include Roche at 17.4%, RA Capital at 14.3%, Perceptive Life Sciences Master Fund at 12.4%, Andreessen Horowitz at 5.2%, and directors and officers as a group at 4.7%.
Positive
- New Freenome received gross proceeds of approximately $310.3 million at closing, including $240.0 million from a PIPE financing and $70.3 million from the SPAC trust.
- The company secured listing of its common stock on the Nasdaq Capital Market under the symbol FRNM, transitioning from a shell SPAC to an operating public company.
Negative
- None.
Filing Explained
The filing commits New Freenome to a resale-registration filing and adds contingent executive severance obligations after the completed closing.
The July 20 Form 8-K records the business combination as completed and adds post-closing mechanics that remain prospective for New Freenome. Under the Investor Rights Agreement, the company must file a resale registration statement within
The Executive Severance Plan became effective on
The filing also documents the post-closing accounting-firm change: Withum was dismissed and Ernst & Young was engaged for the 2026 audit. Withum's PCSC report contained an explanatory paragraph about uncertainty over PCSC's ability to continue as a going concern, while the filing reports no accounting disagreements or reportable events during the stated review periods.
8-K Event Classification
13 items: 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 8.01, 9.01
13 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 4.01
Changes in Registrant's Certifying Accountant
Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.05
Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Governance
The company amended or granted a waiver from its code of ethics for senior financial officers.
Item 5.06
Change in Shell Company Status
Governance
The company changed its shell company status, often through a reverse merger or acquisition of operating assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Gross proceeds from Business Combination: $310.3 million
PIPE shares and price: 24,000,000 shares at $10.00 per share
Shares redeemed: 1,392,723 shares at ~$10.82 per share
+5 more
8 metrics
Gross proceeds from Business Combination
$310.3 million
Received by New Freenome in connection with the Business Combination, including trust and PIPE funds
PIPE shares and price
24,000,000 shares at $10.00 per share
PIPE Investors purchased New Freenome Common Stock for aggregate proceeds of $240.0 million
Shares redeemed
1,392,723 shares at ~$10.82 per share
PCSC Class A Shares redeemed for an aggregate of approximately $15.1 million
Shares outstanding post‑closing
107,446,814 shares
New Freenome Common Stock issued and outstanding as of the Closing Date
Freenome stockholder consideration
68,065,429 shares
New Freenome Common Stock issued to holders of Freenome’s capital stock in the Business Combination
Equity Incentive Plan reserve
14,773,227 shares
Initial number of shares of New Freenome Common Stock reserved under the 2026 Equity Incentive Plan
ESPP reserve
2,462,204 shares
Initial number of shares reserved under the 2026 Employee Stock Purchase Plan
Shares with registration rights
65,440,613 shares (60.9%)
Shares subject to registration rights under the Investor Rights Agreement and Subscription Agreements
Key Terms
Domestication, PIPE Investment, reverse acquisition, shell company, +2 more
6 terms
Domestication regulatory
"the domestication of PCSC as a Delaware corporation... (the “Domestication”);"
Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.
PIPE Investment financial
"shares of New Freenome Common Stock issued in connection with the PIPE Investment"
A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.
reverse acquisition financial
"For accounting purposes, the Business Combination is treated as a reverse acquisition"
A reverse acquisition is when a private company becomes publicly traded by buying a listed company—often a low-activity “shell”—instead of going through a traditional initial public offering. For investors, it can quickly create tradable shares and access to capital but also reshuffles ownership and can bring limited disclosure or integration risks; think of it as buying an existing storefront to start selling immediately rather than building one from the ground up.
shell company regulatory
"New Freenome was immediately before the consummation of the Business Combination... ceased to be a shell company"
A shell company is a legal entity that exists on paper but has little or no active business operations or significant assets—think of it like an empty storefront or a mailbox with a business name. Investors should care because shells can be used for legitimate purposes like simplifying a merger, but they also carry higher risks: unclear value, limited revenue or disclosure, potential for fraud, and sudden price swings when a real business is introduced or hidden liabilities surface.
Change in Control financial
"“Change in Control” means a Corporate Transaction, as defined in the Company’s 2016 Equity Incentive Plan"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA regulatory
"subject to the Covered Executive’s proper election to receive COBRA benefits, the Company shall pay"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did PCSC (now FRNM) complete with Freenome on July 20, 2026?
Perceptive Capital Solutions Corp. completed a business combination with Freenome Holdings, Inc., domesticated from Cayman to Delaware, changed its name to Freenome, Inc., and became the public holding company for Freenome’s business.
How much capital did Freenome, Inc. (FRNM) raise through the SPAC merger and PIPE?
New Freenome received gross proceeds of about $310.3 million, including $70.3 million from PCSC’s trust account and $240.0 million from PIPE Investors who purchased 24,000,000 shares at $10.00 per share.
What severance protections does Freenome, Inc. (FRNM) provide its executives?
Under the Executive Severance Plan, a qualifying termination can trigger cash severance (0.75x salary, or 1x for the CEO, outside a change in control; salary plus Target Bonus, and 1.5x salary for the CEO, within a change in control), COBRA premium support, and accelerated vesting of time‑based equity.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650 )
446-6630
PERCEPTIVE CAPITAL SOLUTIONS CORP
51 Astor Place, 10th Floor
New York, NY 10003
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
Overview
Business Combination
On July 20, 2026 (the “Closing Date”), Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“PCSC”), consummated the previously announced business
combination pursuant to the terms of the business combination agreement, dated December 5, 2025 and amended on July 20, 2026 (as amended, the “Business Combination Agreement”), with StarNet Merger Sub I, Corp., a Delaware corporation and wholly-owned
subsidiary of PCSC (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of PCSC (“Merger Sub II”), and Freenome Holdings, Inc., a Delaware corporation (“Freenome”). Pursuant to the terms of
the Business Combination Agreement, among other things, the following occurred: (1) the domestication of PCSC as a Delaware corporation, in which PCSC de-registered from the Register of Companies in the Cayman Islands and transferred by way of
continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with PCSC’s amended and restated memorandum and articles of association (the “PCSC Articles”), Section
388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”) (the “Domestication”); (2) the merger of Merger Sub I with and into Freenome with Freenome
surviving the merger as a wholly-owned subsidiary of PCSC (the “First Merger”), in accordance with the Business Combination Agreement and DGCL; (3) Freenome, as the surviving corporation of the First Merger, merged with and into Merger Sub II (the
“Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving company in the Second Merger, in accordance with the Business Combination Agreement and DGCL; and (4) the consummation of the other
transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Mergers, the “Business Combination”). In connection with the consummation of the Business
Combination, PCSC changed its corporate name to Freenome, Inc. (“New Freenome”). This Current Report on Form 8-K (this “Current Report”) references and incorporates by reference certain sections in PCSC’s definitive proxy statement/prospectus dated
as of, and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on, June 17, 2026, as supplemented on July 9, 2026 (the “Proxy Statement/Prospectus”). Terms used but not defined in this Current Report, or for
which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus in the section entitled “Selected
Definitions” beginning on page iv thereof, and such definitions are incorporated herein by reference.
At the extraordinary general meeting of PCSC shareholders held on July 15, 2026 (the “EGM”), PCSC shareholders considered and adopted, among other matters, the Business
Combination Proposal and all of the other proposals related thereto as described in the Proxy Statement/Prospectus.
In connection with the Domestication, immediately prior to the Domestication, (1) PCSC effected the redemption of 1,392,723 Class A ordinary shares of PCSC, par value
$0.0001 per share (the “PCSC Class A Shares”), initially issued in PCSC’s initial public offering (the “Public Shares” and the holders of Public Shares, the “Public Shareholders”) that were validly submitted for redemption and not withdrawn and (2)
each holder of each issued and outstanding PCSC Class B Share irrevocably and unconditionally elected to convert, on a one-for-one basis, each Class B ordinary share of PCSC, par value $0.0001 per share, held by it into one PCSC Class A Share (the
“Class B Share Conversion”). At the effective time of the Domestication, each outstanding PCSC Class A Share (excluding Public Shares validly submitted for redemption, but including PCSC Class A Shares issued upon the Class B Share Conversion) was
reclassified as one share of common stock, par value $0.0001 per share, of New Freenome (the “New Freenome Common Stock”).
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First Merger (the “Merger Effective
Time”):
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each share of Freenome’s capital stock that was issued and outstanding as of immediately prior to the Merger Effective Time (excluding treasury shares and
dissenting shares) was automatically cancelled and converted into the right to receive a corresponding number of shares of New Freenome Common Stock, equal to the exchange ratio of approximately 0.282895 (the “Exchange Ratio”);
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each outstanding and unexercised option to purchase shares of Freenome common stock (each, a “Freenome Option”) became an option of New Freenome (each, a
“New Freenome Option”) containing the same terms, conditions, vesting and other provisions as were applicable to such Freenome Options, provided that each New Freenome Option is exercisable for the number of shares of New Freenome Common
Stock equal to the Exchange Ratio multiplied by the number of shares of Freenome common stock subject to the Freenome Option as of immediately prior to the Merger Effective Time, rounded down to the nearest whole share, at an exercise price
equal to the per share exercise price of the Freenome Option divided by the Exchange Ratio, rounded up to the nearest whole cent;
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each outstanding and unexercised warrant to purchase shares of Freenome common stock (each, a “Freenome Warrant”) became a warrant of New Freenome containing
the same terms, conditions, vesting and other provisions as were applicable to such Freenome Warrant, as adjusted for the Exchange Ratio.
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On the Closing Date, the New Freenome Common Stock was listed on the Nasdaq Capital Market (“Nasdaq”) under the new trading symbol “FRNM.”
Securities outstanding as presented in unaudited pro forma condensed combined financial information attached hereto as Exhibit 99.1 include (a) 68,065,429 shares of New
Freenome Common Stock issued to holders of Freenome’s capital stock, (b) 6,478,269 shares of New Freenome Common Stock issued to PCSC’s shareholders, (c) 2,442,500 shares of
New Freenome Common Stock issued to the Sponsor and certain initial shareholders of PCSC, (d) 24,000,000 shares of New Freenome Common Stock issued in connection with the PIPE Investment (as defined below) to PIPE Investors, (e) options to purchase
8,272,601 shares of New Freenome Common Stock issued to such Freenome optionholders and (f) restricted stock units (“RSUs”) with respect to 4,034,512 shares of New Freenome Common Stock issued to such Freenome RSU holders.
New Freenome received gross proceeds of approximately $310.3 million in connection with the Business Combination, prior to the payment of transaction expenses, which
included funds held in PCSC’s trust account of $70.3 million and $240.0 million in proceeds from the PIPE Investment that closed concurrently with the consummation of the Business Combination. In connection with the Business Combination, the holders
of 1,392,723 PCSC Class A Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.82 per share, for an aggregate redemption amount of approximately $15.1 million.
A more detailed description of the Business Combination and the terms of the Business Combination Agreement is included in the Proxy Statement/Prospectus. The foregoing
description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, copies of which are included hereto as Exhibits 2.1 through 2.2 to this Current
Report and are incorporated herein by reference.
PIPE Investment
On the Closing Date, certain qualified institutional buyers, institutional accredited investors and other accredited investors (collectively, the “PIPE Investors”)
purchased from New Freenome an aggregate of 24,000,000 shares of New Freenome Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and aggregate proceeds of $240.0 million, pursuant to separate subscription agreements (the
“Subscription Agreements”) entered into and effective as of December 5, 2025 (the “PIPE Investments”).
A more detailed description of the Subscription Agreements is included in the Proxy Statement/Prospectus in the section titled “Business Combination Proposal - Related Agreements - PIPE Financing.” The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
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Entry into a Material Definitive Agreement
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Business Combination Agreement Amendment
On July 20, 2026, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (“Amendment No. 1”). The amendment
revised the composition of the board of directors of New Freenome following the Closing from nine (9) directors to seven (7) directors.
The foregoing description for Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of
which is filed as Exhibit 2.2 to this Current Report and is incorporated herein by reference.
Investor Rights Agreement
In connection with the Closing, PCSC, Sponsor, and certain stockholders of Freenome entered into that certain investor rights agreement (the “Investor Rights
Agreement”). Pursuant to the Investor Rights Agreement, among other things, PCSC agreed that, within 30 calendar days following the Closing Date, New Freenome will file with the Commission (at New Freenome’s sole cost and expense) a registration
statement registering the resale of certain shares of New Freenome Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and New Freenome will use its commercially reasonable efforts to have the Resale
Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders are entitled to customary piggyback registration rights and demand registration rights, including underwritten demands.
The Investor Rights Agreement amended and restated the registration rights agreement that was entered into by PCSC and the initial shareholders in connection with PCSC’s
initial public offering. The Investor Rights Agreement will terminate on the earlier of (a) the five (5) year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no
longer holds any Registrable Securities (as defined therein).
The PIPE Investors also have demand registration rights pursuant to the terms of the Subscription Agreements.
Approximately 65,440,613 million shares of New Freenome Common Stock are subject to registration rights pursuant to the Investor Rights Agreement and Subscription
Agreements immediately following the Closing, representing approximately 60.9% of the total issued and outstanding shares of New Freenome Common Stock following the Business Combination. For more information, see “Business Combination Proposal - Related Agreements - Investor Rights Agreement.”
The foregoing description for the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Investor Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Lock-up Agreements
In connection with the Closing, the Sponsor and certain former Freenome stockholders entered into a lock-up agreement (the “Lock-Up Agreement”) with PCSC.
Pursuant to the Lock-Up Agreement, the Sponsor and certain Freenome stockholders agreed not to transfer (except for certain permitted transfers) any shares of New
Freenome Common Stock held by such holder after the Domestication until six (6) months after the Closing Date.
For more information, see “Business Combination Proposal - Related Agreements - Lock-Up Agreements.”
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up
Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report and is incorporated herein by reference.
Indemnification Agreements
In connection with the Closing, New Freenome entered into an indemnification agreement with each of its directors and officers and New Freenome purchased, prior to the
Closing, directors’ and officers’ liability insurance. The indemnification agreements require New Freenome to indemnify its directors and officers to the fullest extent permitted under Delaware law.
The foregoing description of the indemnification agreements with each of the directors and officers does not purport to be complete and is qualified in its entirety by
reference to the full text of the forms of indemnification agreement, which are filed as Exhibit 10.24 and Exhibit 10.25 to this Current Report, respectively, and are incorporated herein by reference.
Freenome, Inc. 2026 Equity Incentive Plan
At the EGM, PCSC shareholders approved the Freenome, Inc. 2026 Equity Incentive Plan (the “Equity Incentive Plan”), which became effective as of the day immediately
prior, but subject, to the Closing. The Equity Incentive Plan allows New Freenome to make equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. New Freenome’s Board of Directors (the “New Freenome
Board”) anticipates that providing such persons with a direct stake in New Freenome will assure a closer alignment of the interests of such individuals with those of New Freenome and its stockholders, thereby stimulating their efforts on New
Freenome’s behalf and strengthening their desire to remain with New Freenome.
The Equity Incentive Plan will be administered by the compensation committee of the New Freenome Board or such other similar committee pursuant to the terms of the
Equity Incentive Plan. The plan administrator will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants and to determine the
specific terms and conditions of each award, subject to the provisions of the Equity Incentive Plan. The plan administrator may delegate to a subcommittee consisting of one or more members of the New Freenome Board, or a committee consisting of one
or more officers of New Freenome the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and not members of the delegated committee,
subject to certain limitations and guidelines.
The total number of shares of New Freenome Common Stock initially reserved for issuance under the Equity Incentive Plan is 14,773,227 shares (the “Initial Limit”). The
Equity Incentive Plan provides that the number of shares reserved and available for issuance under the Equity Incentive Plan will automatically increase on January 1, 2027 and each January 1 thereafter by 5% of the sum of (a) the number of shares of
New Freenome Common Stock issued and outstanding and (b) the number of shares of New Freenome Common Stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire New Freenome Common Stock for a nominal exercise price
(the sum of (a) and (b), “Outstanding Shares”) on the immediately preceding December 31, or such lesser amount as determined by the administrator of the Equity Incentive Plan (the “Annual Increase”). These limits are subject to adjustment in the
event of a reorganization, recapitalization, reclassification, stock split, stock dividend, extraordinary cash dividend, reverse stock split or other similar change in New Freenome capitalization. The maximum aggregate number of shares of New
Freenome Common Stock that may be issued upon exercise of incentive stock options under the Equity Incentive Plan shall not exceed the Initial Limit cumulatively increased on January 1, 2027 and on each January 1 thereafter by the lesser of the
Annual Increase or 7,000,000 shares of New Freenome Common Stock, subject, in each case, to adjustment under the Equity Incentive Plan.
A more complete summary of the terms of the Equity Incentive Plan is included in the Proxy Statement/Prospectus in the section titled “Equity Incentive Plan Proposal.” That summary and the foregoing description of the Equity Incentive Plan are qualified in their entirety by reference to the full text of the Equity Incentive Plan, a copy of
which is filed as Exhibit 10.15 to this Current Report and is incorporated herein by reference.
Freenome, Inc. 2026 Employee Stock Purchase Plan
At the EGM, PCSC shareholders approved the Freenome, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”), which became effective as of the day immediately prior, but
subject, to the Closing. The ESPP will be administered by the person or persons appointed by the New Freenome Board and the administrator of the ESPP will have full authority to make, administer and interpret such rules and regulations regarding the
ESPP as it deems advisable. It is intended that a component of the ESPP qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). All individuals classified as employees on the
payroll records of New Freenome or a “designated company,” as defined in the ESPP, will be eligible to participate in the ESPP, provided that the administrator may determine, in advance of any offering, that such employees are eligible only if, as of
the first day of the applicable offering (the “Offering Date”), (a) they are customarily employed by New Freenome or a designated company for more than (i) 20 hours a week or (ii) five months per calendar year, (b) they have completed a minimum
period of service prior to the Offering Date (provided such service requirement does not exceed two years of employment) and/or (c) they are not highly compensated employees (within the meaning of Section 414(q) of the Code). No person who owns or
holds, or as a result of participation in the ESPP would own or hold, New Freenome Common Stock or options to purchase New Freenome Common Stock, that together equal 5% or more of total combined voting power or value of all classes of stock of New
Freenome or any parent or subsidiary is entitled to participate in the ESPP. No employee may exercise an option granted under the ESPP that permits the employee to purchase New Freenome Common Stock having a value of more than $25,000 (determined
using the fair market value of the stock at the time such option is granted) in any calendar year.
The number of shares of New Freenome Common Stock initially reserved for issuance under the ESPP is 2,462,204 shares of New Freenome Common Stock. The ESPP provides that
the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2027 and ending on January 1, 2036, by the least of (i) 1% of the Outstanding Shares on the immediately
preceding December 31, (ii) 1,500,000 shares of New Freenome Common Stock and (iii) such number of shares of New Freenome Common Stock as determined by the ESPP administrator. If New Freenome’s capital structure changes because of a stock dividend,
stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted.
A more complete summary of the terms of the ESPP is included in the Proxy Statement/Prospectus in the section titled “Employee Stock Purchase Plan Proposal.” That summary and the foregoing description of the ESPP are qualified in their entirety by reference to the full text of the ESPP, a copy of which is filed as Exhibit 10.16 to this
Current Report and incorporated herein by reference.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets
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The disclosure set forth in the “Introductory Note” above is incorporated by reference in Item
2.01 of this Current Report. A more complete summary of the material provisions of the Business Combination Agreement is included in the Proxy Statement/Prospectus in the section titled “Business Combination Proposal - The Business Combination Agreement.” That summary and the description of the Business Combination Agreement included in this Current Report are qualified in their entirety by reference to the full
text of the Business Combination Agreement, a copy of which is filed as Exhibits 2.1 through 2.2 to this Current Report and are incorporated herein by reference.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if a predecessor registrant was a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), as New Freenome was immediately before the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration on Form
10. As a result of the consummation of the Business Combination, New Freenome ceased to be a shell company. Accordingly, New Freenome is providing the information below that would otherwise be included in a Form 10 if it were to file a Form 10. Note
that the information provided below relates to New Freenome after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
On the Closing Date and after the consummation of the Business Combination, PCSC became a holding company whose only assets consist of equity interests in Freenome, its
wholly-owned subsidiary.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to
the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of New Freenome’s tests and products, the size and growth potential of the
markets for New Freenome’s tests and products; financing and other business milestones; and potential benefits of the proposed business combination and other related transactions. These statements are based on various assumptions, whether or not
identified in this Current Report on Form 8-K, and on the current expectations of New Freenome’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from
assumptions. Many actual events and circumstances are beyond the control of New Freenome. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business,
market, financial, political, and legal conditions; failure to realize the anticipated benefits of the proposed business combination and other related transactions; risks related to the approval of New Freenome’s products and tests and the timing of
expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive products and tests; ability to obtain sufficient supply of materials; ability to obtain
additional financing; ability to attract and retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against New Freenome related to the proposed
business combination; and the effects of competition on New Freenome’s future business. Additional risks related to New Freenome’s business include, but are not limited to: New Freenome’s ability to maintain the listing of New Freenome Common Stock
on Nasdaq following the Business Combination; uncertainty regarding outcomes of New Freenome’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of New
Freenome’s tests and products; risks associated with New Freenome’s efforts to commercialize its product candidates; New Freenome’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive
agreements on favorable terms, if at all; the impact of competing product candidates on New Freenome’s business; intellectual property-related claims; New Freenome’s ability to attract and retain qualified personnel; and New Freenome’s ability to
source the raw materials for its product candidates.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Current Report and in any document
incorporated by reference herein are more fully described in the Proxy Statement/Prospectus in the section titled “Risk Factors.” Such risk factors are not exhaustive. New risk
factors emerge from time to time and it is not possible to predict all such risk factors, nor can New Freenome assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual
results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to New Freenome or to persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary
statements. New Freenome undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Business
The business of New Freenome is described in the Proxy Statement/Prospectus in the section titled “Information
about Freenome,” which is incorporated herein by reference.
Risk Factors
The risk factors related to the business and operations of New Freenome are described in the Proxy Statement/Prospectus in the section titled “Risk Factors,” which is incorporated herein by reference.
Financial Information
Historical Audited Consolidated Financial Statements
The audited consolidated financial statements of Freenome as of and for the years ended December 31, 2025 and 2024 are included in the Proxy Statement/Prospectus
beginning on page F-68, and are incorporated herein by reference.
Historical Unaudited Condensed Consolidated Financial Statements
The unaudited condensed consolidated financial statements as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 of Freenome
are included in the Proxy Statement/Prospectus beginning on page F-42, and are incorporated herein by reference. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to the
regulations of the SEC. The unaudited condensed consolidated financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Freenome’s financial
position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Freenome as of and for
the years ended December 31, 2025 and December 31, 2024, and the related notes included in the Proxy Statement/Prospectus and the section titled “Freenome’s Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included herein and incorporated by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of the financial condition and results of operation of Freenome for the years ended December 31, 2025 and 2024, and the three months
ended March 31, 2026 and 2025 are included in the Proxy Statement/Prospectus in the section titled “Freenome’s Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” which is incorporated herein by reference.
Management’s discussion and analysis of financial condition and results of operations of PCSC for the three months ended March 31, 2026 is described in PCSC’s 10-Q in
the section titled “PCSC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.
Qualitative and Quantitative Disclosures about Market Risk
As a “smaller reporting company,” New Freenome is not required to provide this information.
Properties
The properties of New Freenome are described in the Proxy Statement/Prospectus in the section titled “Information
about Freenome - Facilities,” which is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of New Freenome Common Stock following consummation of the Business Combination by:
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each person known by New Freenome to be the beneficial owner of more than 5% of New Freenome Common Stock immediately following the consummation of the
Business Combination;
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each of the named executive officers and directors of New Freenome; and
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all of the executive officers and directors of New Freenome as a group after the consummation of the Business Combination.
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Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or
shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers
within 60 days. Unless otherwise indicated, New Freenome believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.
The beneficial ownership of the New Freenome Common Stock is based on 107,446,814 shares of New Freenome Common Stock issued and outstanding as of the Closing Date.
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Directors and Named Executive Officers:(1)
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Number of
Shares of
New Freenome Common Stock
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%
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||||||
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Aaron Elliott, Ph.D. (2)(3)
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278,596
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*
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||||||
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Riley Ennis (4)
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3,629,862
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3.4
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||||||
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Linh H. Le (5)
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56,256
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*
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||||||
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Cheng-Ho Jimmy Lin, M.D., Ph.D. (6)
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822,052
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*
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||||||
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Carole Nuechterlein
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-
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-
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||||||
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Peter Kolchinsky, Ph.D.
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-
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-
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Ann Costello
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-
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-
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||||||
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Deepika Pakianathan, Ph.D. (7)
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55,989
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*
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||||||
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Randal Scott, Ph.D. (8)
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115,130
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*
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||||||
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Douglas M. VanOort (9)
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46,987
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*
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||||||
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All directors and executive officers as a group (10 persons)
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5,004,872
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4.7
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||||||
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Five Percent Holders:
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Number of
Shares of
New Freenome Common Stock
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%
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||||||
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Roche (10)
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18,692,767
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17.4
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||||||
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Andreessen Horowitz (11)
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5,571,601
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5.2
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||||||
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Perceptive Life Sciences Master Fund Ltd. (12)
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13,314,347
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12.4
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||||||
| RA Capital Management, L.P. (13) |
15,367,270 | 14.3 | ||||||
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*
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Represents beneficial ownership of less than 1%.
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(1)
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Unless otherwise noted, the business address of each of the following individuals is Freenome Holdings, Inc., Genesis Marina, 3300 Marina Blvd, Brisbane, CA
94005.
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(2)
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Pursuant to the Elliott Offer Letter, at the closing of the Business Combination, Dr. Elliott will receive additional equity awards to bring his aggregate
option holdings to 0.5% and his aggregate restricted stock unit holdings to 0.5% of New Freenome's fully diluted capitalization as of Closing.
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(3)
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Reflects (i) 130,592 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 and (ii) 148,004 shares of
New Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(4)
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Reflects (i) 1,347,787 shares of New Freenome Common Stock outstanding held by Mr. Ennis, (ii) 373,913 shares of New Freenome Common Stock outstanding held
by the Riley Ennis Irrevocable Trust dated 1/14/21, (iii) 1,058,894 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 held by Mr. Ennis and (iv) 849,268 shares of New Freenome Common
Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026 held by Mr. Ennis.
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(5)
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Reflects (i) 16,073 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 and (ii) 40,183 shares of
New Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(6)
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Reflects (i) 192,349 shares of New Freenome Common Stock outstanding, (ii) 161,291 shares of New Freenome Common Stock underlying New Freenome RSUs to be
vested within 60 days of July 20, 2026 and (iii) 468,412 shares of New Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(7)
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Reflects (i) 12,147 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 and (ii) 43,842 shares of New
Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(8)
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Reflects (i) 10,621 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 and (ii) 104,509 shares of
New Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(9)
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Reflects (i) 12,831 shares of New Freenome Common Stock underlying New Freenome RSUs to be vested within 60 days of July 20, 2026 and (ii) 34,156 shares of
New Freenome Common Stock underlying New Freenome Options to be vested and exercisable within 60 days of July 20, 2026.
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(10)
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Includes (i) 12,232,151 shares of New Freenome Common Stock issuable with respect to and in exchange for 43,239,233 shares of pre-Business Combination shares
held in Freenome by Roche and (ii) 6,460,616 shares of New Freenome Common Stock issuable to Roche upon the conversion of the Roche Convertible Note.
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(11)
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Includes 5,571,601 shares of New Freenome Common Stock issuable with respect to and in exchange for the 19,694,964 shares of pre- Business
Combination shares held in Freenome by Andreessen Horowitz.
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(12)
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Includes shares of New Freenome Common Stock issuable to the Perceptive PIPE Investor in connection with the PIPE Financing and shares of
New Freenome Common Stock that will be issued to the Perceptive PIPE Investor with respect to and in exchange for its pre-Business Combination shares held in Freenome. The Perceptive PIPE Investor, Perceptive Advisors LLC and Joseph Edelman
have shared voting and dispositive power with respect to the shares held by the Perceptive PIPE Investor. Perceptive Advisors LLC serves as the investment advisor of the Perceptive PIPE Investor and may be deemed to beneficially own the
securities directly held by the Perceptive PIPE Investor. Mr. Edelman is the controlling person of Perceptive Advisors LLC and may be deemed to beneficially own the securities directly held by the Perceptive PIPE Investor. Perceptive PIPE
Investor, Perceptive Advisors LLC, and Mr. Edelman disclaim beneficial ownership of all such shares except to the extent of its or his pecuniary interest therein. The principal address of Perceptive Advisors LLC is 51 Astor Place, 10th Floor,
New York, NY 10003.
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(13)
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Includes (i) 5,255,376 shares of New Freenome Common Stock issuable to entities affiliated with RA Capital Management, L.P. (“RA Capital”)
in connection with the PIPE Financing, (ii) 9,361,894 shares of New Freenome Common Stock that will be issued to RA Capital with respect to and in exchange for 33,093,213 shares of its pre-Business Combination shares held in Freenome and
(iii) 750,000 shares of New Freenome Common Stock that will be issued with respect to and in exchange for its PCSC Class A Shares beneficially owned by RA Capital.
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Directors and Executive Officers
The directors and executive officers of New Freenome after the consummation of the Business Combination are described in the Proxy Statement/Prospectus in the section
titled “Management of New Freenome Following the Business Combination,” which is incorporated herein by reference.
Committees of the Board of Directors
Information with respect to the committees of the New Freenome Board is set forth in the Proxy Statement/Prospectus in the section titled “Management of New Freenome Following the Business Combination - Board Committees,” which is incorporated herein by reference.
Executive Compensation
A description of the compensation of the named executive officers of New Freenome is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation,” which is incorporated herein by reference.
Reference is made to the disclosure set forth above in Item 1.01 of this Current Report under the headings “Freenome, Inc. 2026 Equity Incentive Plan” and “Freenome, Inc. 2026 Employee Stock Purchase Plan,” which is incorporated herein by reference.
Director Compensation
A description of the compensation of the directors of New Freenome is set forth in the Proxy Statement/Prospectus in the section titled “Director Compensation,” which is incorporated herein by reference.
Certain Relationships and Related Person Transactions, and Director Independence
Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions,” which is incorporated herein by reference.
Reference is also made to the disclosure regarding the independence of the directors of New Freenome in the section of the Proxy Statement/Prospectus titled “Management of New Freenome Following the Business Combination - Director Independence” and the description of the indemnification agreements under Item 1.01 of this Current Report
on Form 8-K, both of which are incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in the sections of the Proxy Statement/Prospectus titled “Information about PCSC - Legal Proceedings” which is incorporated herein by reference.
Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information and Holders
PCSC Class A Shares historically traded on the Nasdaq Stock Market LLC under the symbol “PCSC.” On July 21, 2026, each PCSC Class A Share was reclassified into New
Freenome Common Stock, which began trading on the Nasdaq Capital Market under the new trading symbol “FRNM.”
As of the Closing Date and following the completion of the Business Combination, New Freenome had 107,446,814 shares of New Freenome Common Stock issued and outstanding.
Dividends
Under the New Freenome Certificate of Incorporation (the “New Freenome Charter”), holders of New Freenome Common Stock are entitled to receive ratable dividends, if any,
as may be declared from time-to-time by the New Freenome Board out of legally available assets or funds. Any payment of cash dividends in the future will be dependent upon New Freenome’s revenues and earnings, if any, capital requirements and general
financial conditions. In no event will any stock dividends or stock splits or combinations of stock be declared or made on New Freenome Common Stock unless the shares of New Freenome Common Stock at the time outstanding are treated equally and
identically.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale by New Freenome of certain unregistered
securities, which is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
The description of the securities of New Freenome is included in the Proxy Statement/Prospectus in the section titled “Description of New Freenome Securities,” which is incorporated herein by reference.
Indemnification of Directors and Officers
The disclosure set forth in Item 1.01 of this Current Report under the section titled “Indemnification Agreements” is incorporated herein by reference.
Additional information regarding indemnification and limitation of liability of the directors and officers of New Freenome is set forth in the Proxy Statement/Prospectus
in the section titled “Comparison of Corporate Governance and Shareholder Rights - Indemnification of Directors and Officers and - Limited Liability of Directors,” which are
incorporated herein by reference.
Financial Statements and Supplementary Data
The information set forth under Item 9.01 of this Current Report is incorporated herein by reference.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The information set forth under Item 4.01 of this Current Report is incorporated herein by reference.
Financial Statements and Exhibits
The information set forth under Item 9.01 of this Current Report is incorporated herein by reference.
| Item 3.02. |
Unregistered Sale of Equity Securities
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New Freenome issued certain securities described in the Introductory Note under Section 4(a)(2) of the Securities Act, in transactions by an issuer not involving a
public offering.
| Item 3.03. |
Material Modification to Rights of Security Holders
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In connection with the consummation of the Business Combination, PCSC migrated and domesticated as a Delaware corporation, changed its name to “Freenome, Inc.” and
adopted the New Freenome Charter and new bylaws (the “New Freenome Bylaws”). Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “Domestication
Proposal,” “Governing Documents Proposals,” and “Comparison of Corporate Governance and Shareholder
Rights,” which are incorporated herein by reference, and the disclosure set forth below in Item 5.03 of this Current Report under the heading “Amendments to Articles of
Incorporation or By-laws; Change in Fiscal Year,” which is incorporated herein by reference. This summary is qualified in its entirety by reference to the full text of the New Freenome Charter and New Freenome Bylaws, copies of which are
attached as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
As disclosed below in Item 8.01, in accordance with Rule 12g-3(a) under the Exchange Act, New Freenome is the successor issuer to PCSC and has succeeded to the
attributes of PCSC as the registrant. In addition, the New Freenome Common Stock, as the successor to PCSC, is deemed to be registered under Section 12(b) of the Exchange Act.
| Item 4.01. |
Change in Registrant’s Certifying Accountant
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For accounting purposes, the Business Combination is treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, Freenome
Holdings, Inc., will become the historical financial statements of New Freenome. The historical financial statements of Freenome Holdings, Inc. have been audited by Ernst & Young, LLP (“EY”) for the years ended December 31, 2025 and 2024. In a
reverse acquisition, a change of accountants is presumed to have occurred unless the same accountant audited the pre-transaction financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to
occur on the date the reverse acquisition is completed.
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(a)
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Dismissal of independent registered public accounting firm.
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On July 20, 2026, the New Freenome Board dismissed WithumSmith+Brown, PC (“Withum”), the independent registered public accounting firm of PCSC prior to the Business
Combination, as the independent registered public accounting firm of New Freenome.
The report of Withum on the financial statements of PCSC as of December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainties, audit scope or accounting principles except for the explanatory paragraphs describing an uncertainty about PCSC’s ability to continue as a going concern.
During the period from March 22, 2024 (inception) through March 31, 2026 and the subsequent interim period preceding Withum’s dismissal, there were no (i) disagreements
with Withum on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures, which if not resolved to Withum’s satisfaction, would have caused Withum to make reference to the subject matter of the
disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
New Freenome has provided Withum with a copy of the foregoing disclosures and has requested that Withum furnish New Freenome with a letter addressed to the Commission
stating whether it agrees with the statements made by New Freenome set forth above. A copy of the letter from Withum, dated July 23, 2026, is filed as Exhibit 16.1 to this Current Report.
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(b)
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Disclosures regarding the new independent auditor.
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On July 20, 2026, the New Freenome Board approved the engagement of Ernst & Young LLP (“EY”) as the independent registered public accounting firm of New Freenome to
audit the consolidated financial statements of New Freenome as of and for the year ended December 31, 2026. EY served as the independent registered public accounting firm of Freenome Holdings, Inc. prior to the Business Combination. During the period
from March 22, 2024 (inception) to December 31, 2025 and the subsequent interim period through July 20, 2026, PCSC did not consult with EY with respect to (i) the application of accounting principles to a specified transaction, either completed or
proposed, the type of audit opinion that might be rendered on the financial statements of PCSC, and neither a written report nor oral advice was provided to PCSC that EY concluded was an important factor considered by PCSC in reaching a decision as
to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (as defined above).
| Item 5.01. |
Changes in Control of Registrant
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Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Business
Combination Proposal,” which is incorporated herein by reference. The information set forth in the section titled “Introductory Note” and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report is incorporated herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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The information set forth in sections titled “Directors and Executive Officers” and “Certain Relationships and Related Person Transactions, and Director Independence” in Item 2.01 of this Current Report is incorporated herein by reference.
Effective immediately following the Merger Effective Time, Aaron Elliott, Ann Costello, Peter Kolchinsky, Carole Nuechterlein, Deepika Pakianathan, Randal Scott and Douglas
VanOort were appointed to constitute members of the New Freenome Board, and the New Freenome Board was divided into classes of directors serving three-year staggered terms as follows:
| ● |
Aaron Elliott, Deepika Pakianathan and Randal Scott were designated as the Class I directors, with terms expiring at the first annual meeting of stockholders
to be held after the consummation of the Business Combination and until their successors are duly elected and qualified;
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| ● |
Peter Kolchinsky and Carole Nuechterlein were designated as the Class II directors, with terms expiring at the second annual meeting of stockholders to be
held after the consummation of the Business Combination and until their successors are duly elected and qualified; and
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| ● |
Ann Costello and Douglas VanOort were designated as the Class III directors, with terms expiring at the third annual meeting of stockholders to be held after
the consummation of the Business Combination and until their successors are duly elected and qualified.
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Effective immediately following the Merger Effective Time, Aaron Elliott was appointed as New Freenome’s Chief Executive Officer (serving as principal executive
officer), Linh H. Le was appointed as New Freenome’s Chief Financial Officer (serving as principal financial officer and principal accounting officer), Riley Ennis was appointed as New Freenome’s Chief Product Officer and Cheng-Ho Jimmy Lin was
appointed as New Freenome’s Chief Scientific Officer.
Reference is made to the disclosure in the Proxy Statement/Prospectus titled “Management of New
Freenome Following the Business Combination,” for biographical information about each of the directors and officers, which is incorporated herein by reference.
Effective as of the Merger Effective Time, in connection with the Closing, New Freenome has adopted the Executive Severance Plan, the Senior Executive Cash Incentive
Bonus Plan and the Non-Employee Director Compensation Policy. Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections titled “Executive Compensation -
Executive Severance Plan,” “- Senior Executive Cash Incentive Bonus Plan,” and “Director Compensation
- Non-Employee Director Compensation Policy” for the terms of each of the Executive Severance Plan, the Senior Executive Cash Incentive Bonus Plan and the Non-Employee Director Compensation Policy, respectively. Additionally, the
descriptions of each of the Executive Severance Plan, the Senior Executive Cash Incentive Bonus Plan, and the Non-Employee Director Compensation Policy are qualified in their entirety by reference to the full text of the Executive Severance Plan, the
Senior Executive Cash Incentive Bonus Plan, and the Non-Employee Director Compensation Policy, copies of which are filed as Exhibits 10.21 through 10.23, respectively, to this Current Report and incorporated herein by reference.
The information set forth under Item 1.01, “Entry into a Material Definitive Agreement -
Indemnification Agreements,” “Freenome, Inc. 2026 Equity Incentive Plan” and “Freenome, Inc. 2026
Employee Stock Purchase Plan” of this Current Report is incorporated herein by reference.
| Item 5.03. |
Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
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At the EGM, PCSC shareholders considered and approved the Domestication Proposal (the “Domestication Proposal”), the Governing Documents Proposal (the “Governing
Documents Proposal”) and the Advisory Governing Documents Proposals (the “Advisory Governing Documents Proposals”), which are described in the Proxy Statement/Prospectus. The New Freenome Charter, which became effective upon filing with the Secretary
of State of the State of Delaware on July 20, 2026, includes the amendments proposed by the Domestication Proposal, the Governing Documents Proposal and the Advisory Governing Documents Proposals and approved at the EGM.
On July 20, 2026, the New Freenome Board approved and adopted the New Freenome Bylaws containing the amendments proposed by the Governing Documents Proposal and the
Advisory Governing Documents Proposals and approved at the EGM, which became effective as of the Merger Effective Time.
Description of various provisions of the New Freenome Charter and New Freenome Bylaws and their general effect on the rights of stockholders of New Freenome are included
in the Proxy Statement/Prospectus under the section titled “Comparison of Corporate Governance and Shareholder Rights,” which is incorporated herein by reference.
The foregoing descriptions of the New Freenome Charter and New Freenome Bylaws do not purport to be complete and are qualified in their entirety by reference to the full
text of the New Freenome Charter and New Freenome Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein by reference.
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Item 5.05.
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
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In connection with the closing of the Business Combination, the New Freenome Board approved and adopted a new Code of Ethics that is applicable to all of New Freenome’s
employees, officers (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants, and
will be available on New Freenome’s website at https://www.freenome.com. The information on New Freenome’s website does not constitute part of this Current Report and is not
incorporated by reference herein.
| Item 5.06. |
Change in Shell Company Status
|
Upon the closing of the Business Combination, PCSC ceased to be a shell company. The material terms of the Business Combination are described in the sections titled “Business Combination Proposal” and “Domestication Proposal,” which are incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure.
|
On July 20, 2026, New Freenome issued a press release announcing the completion of the Business Combination and the first day of trading on Nasdaq, a copy of which is
furnished as Exhibit 99.2 hereto.
The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of New Freenome under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This
Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.2.
| Item 8.01 |
Other Information
|
By operation of Rule 12g-3(a) under the Exchange Act, New Freenome is the successor issuer to PCSC and has succeeded to the attributes of PCSC as the registrant,
including PCSC’s SEC file number (001-42126) and CIK Code (0002017526). The New Freenome Common Stock is deemed to be registered under Section 12(b) of the Exchange Act, and New Freenome will file reports and other information with the SEC using
PCSC’s SEC file number.
The New Freenome Common Stock is listed for trading on The Nasdaq Stock Market LLC under the symbol “FRNM” and the CUSIP number relating to New Freenome Common Stock is
35661P 100.
Holders of PCSC’s shares who have filed reports under the Exchange Act with respect to those shares should indicate in their next filing, or any amendment to a prior
filing, filed on or after the Closing Date that New Freenome is the successor to PCSC.
| Item 9.01. |
Financial Statements and Exhibits
|
|
(a)
|
Financial statements of businesses acquired.
|
The financial statements of Freenome as of and for the years ended December 31, 2025 and 2024 and as of March 31, 2026 and December 31, 2025 and for the three months
ended March 31, 2026 and 2025, and the related notes thereto included in the Proxy Statement/Prospectus are incorporated herein by reference.
The financial statements of PCSC as of and for the years ended December 31, 2025 and 2024 and as of March 31, 2026 and December 31, 2025 and for the three months ended
March 31, 2026 and 2025, and the related notes thereto, included in the Proxy Statement/Prospectus are incorporated herein by reference.
|
(b)
|
Pro Forma financial information.
|
The unaudited pro forma condensed combined financial information of New Freenome as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026
and for the year ended December 31, 2025, is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
|
(c)
|
Exhibits
|
|
Exhibit No.
|
|
Description
|
|
2.1†
|
|
Business Combination Agreement, dated as of December 5, 2025, by and among Perceptive Capital Solutions Corp, StarNet Merger Sub I, Corp., StarNet Merger Sub
II, LLC and Freenome Holdings, Inc. (incorporated by reference to Annex A the Registrant’s proxy statement/prospectus filed on June 17, 2026)
|
|
2.2*
|
Amendment No. 1 to Business Combination Agreement, dated as of July 20, 2026, by and among Perceptive Capital Solutions Corp, StarNet Merger Sub I, Corp., StarNet Merger Sub II, LLC and Freenome Holdings, Inc.
|
|
|
3.1*
|
|
Freenome, Inc. Certificate of Incorporation
|
|
3.2*
|
|
Freenome, Inc. Bylaws
|
|
4.1
|
|
Specimen Common Stock Certificate of Freenome, Inc. (incorporated by reference to Exhibit 4.3 in the Registrant’s registration statement on Form
S-4 filed on April 28, 2026).
|
|
10.1
|
|
Form of Subscription Agreement (incorporated by reference as Annex C in the Registrant’s proxy statement/prospectus filed on June 17, 2026).
|
|
10.2
|
|
Form of Freenome Transaction Support Agreement (incorporated by reference as Annex D in the Registrant’s proxy statement/prospectus filed on June 17, 2026).
|
|
10.3
|
|
Form of Investor Rights Agreement (incorporated by reference as Annex E in the Registrant’s proxy statement/prospectus filed on June 17, 2026).
|
|
10.4
|
|
Form of Lock-Up Agreement (incorporated by reference as Annex F in the Registrant’s proxy statement/prospectus filed on June 17, 2026).
|
|
10.5#
|
|
Collaboration and License Agreement by and between Freenome Holdings, Inc. and Exact Sciences Corporation, dated August 3, 2025 (incorporated by reference as
Exhibit 10.14 in the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.6
|
|
Convertible Promissory Note, issued to Exact Sciences Corporation, dated August 12, 2025 (incorporated by reference as Exhibit 10.15 in the Registrant’s
registration statement on Form S-4 filed on April 28, 2026).
|
|
10.7#
|
|
License and Option Agreement by and between Freenome Holdings, Inc. and Roche Sequencing Solutions, Inc., dated November 17, 2025 (incorporated by reference
as Exhibit 10.16 in the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.8
|
|
Convertible Promissory Note, issued to Roche Holdings, Inc., dated November 17, 2025 (incorporated by reference as Exhibit 10.17 in the Registrant’s
registration statement on Form S-4 filed on April 28, 2026).
|
|
10.9†
|
|
Lease by and between BP3-SF5 3000-3500 Marina LLC and Freenome Holdings, Inc., dated September 23, 2021 as amended (incorporated by reference as Exhibit
10.18 in the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.10†
|
|
Lease by and between SCG Swift Avenue Industrial Park, LLC and Freenome Holdings, Inc., dated March 25, 2022, as amended (incorporated by reference as
Exhibit 10.19 in the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.11†
|
|
Tenancy at Will by and between Biocity HSRE-Trinity Propco Limited and Freenome Limited dated October 23, 2024 (incorporated by reference as Exhibit 10.20 in
the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.12†
|
|
License to Occupy on Short Term Basis by and between Nottingham City Hospital Medical Research Trust and Freenome Limited, dated July 1, 2020, as amended
(incorporated by reference as Exhibit 10.21 in the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.13#
|
|
Supply Agreement by and between Freenome Holdings, Inc. and Illumina, Inc., dated January 8, 2024 (incorporated by reference as Exhibit 10.24 in the
Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.14#
|
|
Supply Agreement by and between Freenome Holdings, Inc. and New England Biolabs, Inc., dated February 16, 2022 (incorporated by reference as Exhibit 10.25 in
the Registrant’s registration statement on Form S-4 filed on April 28, 2026).
|
|
10.15*+
|
|
Freenome, Inc. 2026 Equity Incentive Plan and forms of award agreements thereunder.
|
|
10.16*+
|
|
Freenome, Inc. 2026 Employee Stock Purchase Plan.
|
|
10.17*+
|
Amended and Restated Offer of Employment by and between Freenome Holdings, Inc. and Aaron Elliott, dated January 7, 2026.
|
|
|
10.18*+
|
Employment Agreement by and between Freenome Holdings, Inc. and Riley Ennis, dated May 23, 2016.
|
|
|
10.19*+
|
Offer of Employment by and between Freenome Holdings, Inc. and Linh H. Le, dated May 13, 2025.
|
|
|
10.20*+
|
Employment Terms by and between Freenome Holdings Inc. and Cheng-Ho Jimmy Lin, dated March 22, 2019.
|
|
|
10.21*+
|
Freenome, Inc. Senior Executive Severance Plan
|
|
|
10.22*+
|
Freenome, Inc. Senior Executive Cash Incentive Bonus Plan
|
|
|
10.23*+
|
Freenome, Inc. Non-Employee Director Compensation Policy
|
|
|
10.24*
|
Form of Director Indemnification Agreement
|
|
|
10.25*
|
Form of Officer Indemnification Agreement
|
|
|
14.1*
|
Code of Business Conduct and Ethics
|
|
|
16.1*
|
Letter from WithumSmith+Brown, PC to the U.S. Securities and Exchange Commission dated July 23, 2026.
|
|
21.1*
|
Subsidiaries of the Registrant
|
|
|
99.1*
|
The unaudited pro forma condensed combined financial information of Freenome as of and for the three months ended March 31, 2026 and for the year ended
December 31, 2025.
|
|
|
99.2*
|
Press Release, dated July 20, 2026
|
|
|
101.INS
|
|
Inline XBRL Instance Document
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
*
|
Filed Herewith.
|
|
†
|
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.
|
|
#
|
Portions of this exhibit have been omitted because they are both (i) not material and (ii) the type of information that the registrant treats as private or
confidential.
|
|
+
|
Indicates management contract or compensatory plan.
|
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FREENOME, INC.
|
||
|
By:
|
/s/ Aaron Elliott
|
|
|
Name:
|
Aaron Elliott
|
|
|
Title:
|
Chief Executive Officer
|
|
Date: July 23, 2026
Exhibit 10.21
FREENOME, INC.
EXECUTIVE SEVERANCE PLAN AND
SUMMARY PLAN DESCRIPTION
| 1. |
Introduction and Purpose
|
This document serves as the Plan document and Summary Plan Description (“SPD”) for the
severance pay and benefits provided under the Freenome, Inc. Executive Severance Plan (the “Plan”). Freenome, Inc., a Delaware corporation (including its successors, the “Company”), considers it essential to foster the continuous employment of key management personnel. The Company acknowledges the possibility of an involuntary termination of employment exists
and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company.
Therefore, the Board has adopted this Plan to reinforce and encourage the continued attention and dedication of the Covered Executives to their
assigned duties without distraction. This Plan contains information that will help Covered Executives understand the severance pay and benefits being offered hereunder. The Company encourages all Covered Executives to read the Plan carefully.
Note that capitalized words and phrases used throughout this document are generally defined in Section 4. If you have any questions regarding the Plan, please contact Thomas Fitzpatrick at thomas.fitzpatrick@freenome.com.
| 2. |
Establishment of Plan
|
Effective July 20, 2026 (the “Effective Date”), the Board hereby establishes an unfunded
severance benefits plan that is intended to be a welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Except as otherwise set forth in Section 19, below, this Plan supersedes any and all severance plans, policies and provisions and all change in control plans, policies and provisions applying to a Covered Executive that may have been in effect
before the Effective Date.
| 3. |
Eligibility
|
All Covered Executives who have executed and submitted to the Company a Participation Agreement, and satisfied such other requirements as may be
determined by the Plan Administrator, are eligible to participate in the Plan. The Plan Administrator may determine at any time that a Covered Executive should no longer be designated as such as a result of a
material change in such Covered Executive’s role, and such individual shall cease to be eligible to participate in the Plan upon the Plan Administrator taking action by resolution to update the Exhibit A hereto.
| 4. |
Definitions
|
For purposes of this Plan, the following definitions shall apply:
(a) “Accelerated Vesting Date”
means the later of the (i) Covered Executive’s Date of Termination or (ii) effective date of the Covered Executive’s Separation Agreement and Release (as defined below).
- 1 -
(b) “Accounting Firm” means a nationally recognized accounting firm selected by the Company.
(c) “Adverse Benefit Determination”
means any of the following: a denial, reduction or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination or failure to provide or make payment that is based
on a determination of a Covered Executive’s or beneficiary’s eligibility to participate in the Plan.
(d) “Affiliate” means any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act of 1933, as amended.
(e) “Base Salary” means the of
higher of the Covered Executive’s annual base salary in effect immediately prior to (i) the Covered Executive’s Date of Termination or (ii) a Change in Control.
(f) “Board” means the Board of
Directors of the Plan Sponsor.
(g) “Cause” means (a) the
Covered Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company; (b) the Covered Executive’s breach of the Covered Executive’s Continuing
Obligations; (c) the Covered Executive’s material breach of any other agreement between the Covered Executive and the Company; (d) the Covered Executive’s material failure to comply with the Company’s written policies or rules; (e) the Covered
Executive’s commission of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; (f) the Covered Executive’s misconduct, including, without limitation, misappropriation of funds or property of the Company;
(g) a determination by the Board that the Covered Executive’s performance is unsatisfactory after there has been delivered to the Covered Executive a written demand for performance which describes the deficiencies in the Covered Executive’s
performance, and which provides 30 business days from the date of notice to remedy such performance deficiencies; (h) the Covered Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its
directors, officers or employees, if the Company has requested the Covered Executive’s cooperation; or (i) any conduct by Covered Executive that would reasonably be expected to result in
material injury or material reputational harm to the Company.
(h) “Change in Control” means a
Corporate Transaction, as defined in the Company’s 2016 Equity Incentive Plan, as amended from time to time.
(i) “Change in Control Period”
means the period beginning three months prior to a Change in Control and ending on the one-year anniversary of the Change in Control.
(j) “Code” means the Internal
Revenue Code of 1986, as amended.
(k) “Continuing Obligations” means
the Covered Executive’s obligations to the Company pursuant to any agreement relating to confidentiality, non-solicitation of customers and employees, assignment of inventions and other restrictive covenants, including the Employee Confidential
Information and Assignment Agreement.
- 2 -
(l) “Covered Executives” means
the Tier 1 Executive and those other employees designated by the Plan Administrator in its sole discretion as the Tier 2 Executives, in each case, who meet the eligibility requirements set forth in Section 3 of the Plan.
(m) “Date of Termination” means
the date that a Covered Executive’s employment with the Company and its Affiliates ends, which date shall be specified in the Notice of Termination. Notwithstanding the foregoing, a Covered Executive’s employment will not be deemed to have been
terminated solely as a result of the Covered Executive becoming an employee of any direct or indirect successor to the business or assets of the Company or any Affiliate.
(n) “Disability” means the
Covered Executive is disabled and unable to perform or expected to be unable to perform the essential functions of the Covered Executive’s then existing position or positions with or without reasonable accommodation for a period of 180 days
(which need not be consecutive) in any 12-month period.
(o) “Good Reason” means the
Covered Executive’s resignation after one of the following conditions has come into existence without the Covered Executive’s consent: (a) a material diminution of the Covered Executive’s authority, duties or responsibilities; (b) a reduction in
the Covered Executive’s base salary (other than in connection with a general decrease in the salary of all similarly situated employees); or (c) a relocation of the Covered Executive’s principal workplace to a facility or a location more than 50
miles from the Covered Executive’s then current location. A resignation will not be deemed to be made with “Good Reason” unless the Covered Executive gives the Company written Notice of the condition within 30 days after the condition initially
comes into existence, the Company fails to remedy the condition within 30 days after receiving the Covered Executive’s written Notice and the Covered Executive’s resignation is effective 30 days after the Company receives the Covered Executive’s
written Notice. For the avoidance of doubt, if the Company cures the Good Reason condition during the cure period, Good Reason shall be deemed not to have occurred.
(p) “Notice” or “Notification” means the delivery or furnishing of information to an individual in a manner that is reasonably calculated to ensure actual receipt by the
individual.
(q) “Notice of Termination” means a written Notice that indicates the specific termination provision in this Plan relied upon for the termination of a Covered Executive’s
employment and the Date of Termination.
(r) “Participation Agreement” means an agreement between a Covered Executive and the Company that acknowledges the Covered Executive’s participation in the Plan.
(s) “Plan Administrator” means the Board or a committee thereof designated by the Board to administer the Plan; provided, however, that the Plan Administrator may in its sole discretion appoint a new Plan Administrator to administer the Plan at any time.
(t) “Plan Sponsor” means the
Company.
(u) “Qualified Termination”
means (i) a termination of the Covered Executive’s employment by the Company other than for Cause, death or Disability or (ii) the Covered Executive’s resignation from the Company for Good Reason.
- 3 -
(v) “Separation Obligations”
means: (i) execution of a separation agreement and release in a form and manner satisfactory to and provided by the Company that contains, among other provisions, a general release of claims in favor of the Company and related persons and
entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of the Covered Executive’s Continuing Obligations and provides that if the Covered Executive breaches any of the Continuing Obligations, all severance
payments and benefits shall immediately cease (the “Separation Agreement and Release”) and (ii) the Separation Agreement and Release becoming irrevocable,
all within 60 days after the Date of Termination (or such shorter period set forth in the Separation Agreement and Release).
(w) “Target Bonus” means the
higher of the Covered Executive’s target annual cash incentive compensation or target sales incentive plan commission, as applicable, in effect immediately prior to (i) the Covered Executive’s Date of Termination or (ii) the Change in Control.
(x) “Tier 1 Executive” means the
Company’s Chief Executive Officer.
(y) “Tier 2 Executives” means
the individuals holding the titles designated as such by the Plan Administrator and whose titles are listed in Exhibit A, attached hereto, as such exhibit may be amended by the Plan
Administrator from time to time.
(z) “Time-Based Equity Awards” means all outstanding stock options, restricted stock units,
restricted stock awards and other stock-based awards with respect to the Company’s common stock that are subject solely to time-based vesting.
| 5. |
Accrued Obligations
|
If the Covered Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Covered Executive (or to the Covered Executive’s authorized representative or estate) (i) any base salary earned but unpaid through the Date of Termination; (ii) unpaid expense
reimbursements (subject to, and in accordance with, the Company’s expense reimbursement policy then in effect); and (iii) any vested benefits the Covered Executive may have under any employee benefit plan of the Company through the Date of
Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).
| 6. |
Termination not in Connection with a Change in Control
|
If a Covered Executive experiences a Qualified Termination outside of the Change in Control Period, then, in addition to the Accrued Obligations,
and subject to the Covered Executive’s fulfillment of the Separation Obligations:
(a) the Company shall pay to the Covered Executive an amount equal to the sum of 0.75 times the Covered Executive’s Base
Salary (or, in the case of the Tier 1 Executive, one times the Covered Executive’s Base Salary); and
- 4 -
(b) subject to the Covered Executive’s proper election to receive COBRA benefits, the Company shall pay to the group health
plan provider or the COBRA provider a monthly payment equal to the employer portion of the monthly COBRA premium until the earliest of (i) the nine-month anniversary (or, in the case of the Tier 1 Executive, the 12-month anniversary) of the Date
of Termination; (ii) the date that the Covered Executive becomes eligible for group medical plan benefits under another employer’s group medical plan; or (iii) the cessation of the Covered Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that such payments may violate applicable law, the
Company shall instead make such payments directly to the Covered Executive in the form of payroll.
The amounts payable under Section 6(a) and 6(b), as applicable, will be paid out in substantially equal installments
in accordance with the Company’s payroll practice over nine months (or, in the case of the Tier I Executive, 12 months), commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section
409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall
include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
| 7. |
Termination in Connection with a Change in Control
|
If a Covered Executive experiences a Qualified Termination within the Change in Control Period, then, in addition to the Accrued Obligations, and
subject to the Covered Executive’s fulfillment of the Separation Obligations:
(a) the Company shall pay to the Covered Executive an amount equal to the sum of (i) the Covered Executive’s Base Salary
(or, in the case of the Tier 1 Executive, 1.5 times the Tier 1 Executive’s Base Salary) and (ii) the Covered Executive’s Target Bonus;
(b) subject to the Covered Executive’s proper election to receive COBRA benefits, the Company shall pay to the group health
plan provider or the COBRA provider a monthly payment equal to the employer portion of the monthly COBRA premium until the earliest of (i) the 12-month anniversary (or, in the case of the Tier I Executive, the 18-months anniversary) of the Date
of Termination; (ii) the date that the Covered Executive becomes eligible for group medical plan benefits under another employer’s group medical plan; or (iii) the cessation of the Covered Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that such payments may violate applicable law, the
Company shall instead make such payments directly to the Covered Executive in the form of payroll;
- 5 -
(c) notwithstanding anything to the contrary in any applicable Time-Based Equity Award agreement or in any applicable
Company equity incentive plan, all Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the Accelerated Vesting Date, provided that in order to effectuate the accelerated vesting
contemplated by this subsection, the unvested portion of the Covered Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (i) the effective date of the
Separation Agreement and Release or the date of the Change in Control, as applicable (at which time acceleration will occur), or (ii) the date that the Separation Agreement and Release can no longer become fully effective (at which time the
unvested portion of the Covered Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards will occur during the period between the Date of
Termination and the Accelerated Vesting Date. For the avoidance of doubt, upon a Qualifying Termination prior to the consummation of a Change in Control (1) all then all unvested Time-Based Equity Awards held by the Covered Executive as of the
Date of Termination will remain outstanding for a period of three months thereafter (unless such Time-Based Equity Awards are forfeited prior to such date pursuant to clause (ii) of the preceding sentence) and remain eligible to become vested
upon the consummation of such Change in Control and, to the extent such Time-Based Equity Awards do not become vested in accordance with the terms set forth in this Section 7(c) on or prior to the date that is three months following the Date of
Termination, all then-unvested Time-Based Equity Awards held by such Covered Executive will automatically and without further action be canceled and forfeited on the three-month anniversary of the Date of Termination.
The amounts payable under Section 7(a) shall be paid out in a lump sum within 60 days after the Date of Termination and the amounts payable under
Section 7(b) will be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months (or, in the case of the Tier I Executive, 18 months), commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified
deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further,
that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
| 8. |
Section 409A
|
(a) This Plan is intended to be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Plan is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Plan is intended to
constitute a separate payment for purposes of Treasury Regulation Section 1.409A‑2(b)(2). This Plan may be amended as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost.
(b) To the extent that any payment or benefit described in this Plan constitutes “non-qualified deferred compensation” under
Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Covered Executive’s termination of employment, then such payments or benefits shall be payable only upon the Covered Executive’s “separation from
service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A‑1(h).
- 6 -
(c) Anything in this Plan to the contrary notwithstanding, if at the time of the Covered Executive’s separation from service
within the meaning of Section 409A of the Code, the Company determines that the Covered Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Covered
Executive becomes entitled to under this Plan on account of the Covered Executive’s separation from service would be considered deferred compensation otherwise subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a
result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Covered Executive’s separation
from service, or (B) the Covered Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the
six-month period but for the application of this provision (without interest), and the balance of the installments shall be payable in accordance with their original schedule.
(d) The Company makes no representation or warranty and shall have no liability to any Covered Executive or any other person
if any provisions of this Plan are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.
| 9. |
Additional Limitation
|
(a) Anything in this Plan to the contrary notwithstanding, in the event that the amount of any compensation, payment or
distribution by the Company to or for the benefit of the Covered Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, calculated in a manner consistent with Section 280G of the Code
and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the
Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Covered Executive becomes subject to the excise tax imposed by Section 4999 of the Code;
provided that such reduction will only occur if it would result in the Covered Executive receiving a higher After Tax Amount (as defined below) than the Covered Executive would receive if the Aggregate Payments were not subject to such
reduction. Notwithstanding the foregoing, if, immediately before the change in ownership or control, no stock of the Company is readily tradeable on an established securities market or otherwise (determined in accordance with Q&A 6 of
Treasury Regulations Section 1.280G-1), the Company shall use reasonable efforts to satisfy the shareholder approval requirements set forth in Q&A 7 of Treasury Regulations Section 1.280G-1 with respect to the amount of any such potential
reduction, and if such requirements are satisfied then no such reduction will apply. In the event of a reduction, the Aggregate Payments will be reduced in the following order, in each case, in reverse chronological order beginning with the
Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A
of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg.
§1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).
- 7 -
(b) For purposes of this Section, the “After
Tax Amount” means the amount of the Aggregate Payments less all federal, state and local income, excise, employment and social security taxes imposed on the Covered Executive as a result of the Covered Executive’s receipt of the
Aggregate Payments. For purposes of determining the After Tax Amount, the Covered Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in
which the determination is to be made, and state and local income taxes and social security taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes (if
any) that could be obtained from deduction of such state and local taxes.
(c) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 9(a) shall be
made by the Accounting Firm selected by the Company prior to the closing of the Change in Control, which shall provide detailed supporting calculations both to the Company and the Covered Executive within 15 business days of the Date of
Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Covered Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Covered Executive.
| 10. |
Withholding; Tax Effect
|
All payments made under this Plan shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in
this Plan shall be construed to require the Company to make any payments to compensate the Covered Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
| 11. |
Death
|
If a Covered Executive dies after the Date of Termination, but before all payments or benefits to which such Covered Executive is entitled pursuant
to the Plan have been paid or provided, any remaining payments and benefits will be made to any beneficiary designated by the Covered Executive prior to the Covered Executive’s death (or the Covered Executive’s estate, if the Covered Executive
fails to make such designation).
| 12. |
Plan Administration
|
(a) Plan Administrator. The Plan Administrator and Plan Sponsor shall serve as the “named fiduciaries” of the Plan under ERISA. The Plan Administrator shall be the “administrator” within the meaning
of Section 3(16) of ERISA and shall have all the responsibilities and duties contained therein.
(b) Decisions, Powers and Duties. The general administration of the Plan and the responsibility for carrying out its provisions shall be vested in the Plan Administrator. The Plan Administrator shall
have the maximum discretionary authority permitted by law to discharge such duties and responsibilities, which also include, but are not limited to, interpretation and construction of the Plan, the determination of all questions of fact,
including, without limitation, eligibility, participation and benefits, the resolution of any ambiguities and all other related or incidental matters, and such duties and powers of the Plan administration that are not assumed from time to time by
any other appropriate entity, individual or institution. The Plan Administrator may adopt rules and regulations of uniform applicability in its interpretation and
implementation of the Plan.
- 8 -
The Plan Administrator shall discharge its duties and responsibilities and exercise its powers and
authority in its sole discretion and in accordance with the terms of the controlling legal documents and applicable law, and its actions and decisions that are not arbitrary and capricious shall be binding on any Covered Executive, and the Covered
Executive’s spouse or other dependent or beneficiary and any other interested parties whether or not in being or under a disability.
(c) Reports. The Plan Administrator shall be responsible for the preparation and delivery of all reports, notices, plan
summaries and plan descriptions required to be filed with any governmental office or to be given to any employee, former employee or beneficiary.
(d) Company to Furnish Information. Upon request of the Plan Administrator, the Company shall furnish such information in
its possession and aid the Plan Administrator in the performance of its duties hereunder.
13. Claims Procedure and Payment of Benefits
(a) Application for Benefits
(i) General. All applications for benefits under the Plan shall be submitted to the Plan Administrator at such location as designated by
the Plan Administrator from time to time. Applications for benefits must be in writing on forms acceptable to the Plan Administrator and must be signed by the Covered Executive. The Plan Administrator reserves the right to require the Covered Executive to
furnish such other information and documents as the Plan Administrator determines are necessary or appropriate. Each application shall be acted upon and approved or
disapproved by the Plan Administrator within 90 days following its receipt by the Plan Administrator.
(ii) Notification. The Plan Administrator shall provide a claimant with written or electronic Notification of any Adverse Benefit
Determination. Any electronic Notification shall comply with the standards imposed by 29 C.F.R. 2520.104b-l(c)(l)(i), (iii) and (iv). The Notification shall set forth, in a manner calculated to be understood by the claimant:
| (A) |
the specific reason or reasons for the Adverse Benefit Determination;
|
| (B) |
reference to the specific Plan provisions on which the Adverse Benefit Determination is based;
|
| (C) |
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|
| (D) |
a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an Adverse Benefit
Determination on review.
|
- 9 -
(b) Review of Benefit Denials
(i) Appeal. A claimant shall have a reasonable opportunity to appeal an Adverse Benefit Determination to the Board and under which there will be a full and fair review of the claim and the Adverse Benefit
Determination. The Board shall be identified in the Notification described in Section 13(a)(ii) and may be the Plan Administrator. Such full and fair review shall:
| (A) |
provide claimants at least 60 days following receipt of a Notification of an Adverse Benefit Determination within which to appeal the Adverse Benefit Determination;
|
| (B) |
provide claimants the opportunity to submit written comments, documents, records and other information relating to the claim for benefits;
|
| (C) |
provide that a claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and
|
| (D) |
provide for a review of the initial Adverse Benefit Determination that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial Adverse Benefit Determination.
|
(ii) Timing of Benefit Determination on Review. The Board shall notify the Covered Executive, in accordance with Section 13(b)(iv), of the Plan Administrator’s benefit determination on review within a reasonable
period of time. Such Notification shall be provided not later than 60 days after receipt by the Plan Administrator of the Covered Executive’s request for review of the Adverse Benefit Determination.
(iii) Furnishing Documents. In the case of an Adverse Benefit Determination on review, the Board shall provide such access to, and copies of, documents, records and other information described in Section 13(b)(iv) as
is appropriate.
(iv) Content of Notification on Review. The Board shall provide a claimant with written or electronic Notification of a Plan Administrator’s benefit determination following an appeal described in Section 13(b)(i).
Any electronic Notification shall comply with the standards imposed by 29 C.F.R. 2520.104b-l(c)(l)(i), (iii) and (iv). In the case of an Adverse Benefit Determination on
review, the Notification shall set forth, in a manner calculated to be understood by the claimant:
- 10 -
| (A) |
the specific reason or reasons for the Adverse Benefit Determination;
|
| (B) |
reference to the specific Plan provisions on which the Adverse Benefit Determination is based;
|
| (C) |
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and
|
| (D) |
a statement of the claimant’s right to bring an action under Section 502(a) of ERISA.
|
(c) Calculating Time Periods. The period of time within which a benefit determination (including an Adverse Benefit Determination on review) is required to be made shall begin at the time a claim (or
appeal) is filed in accordance with the reasonable procedures of the Plan, without regard to whether all the information necessary to make a benefit determination accompanies the filing. In the event that a period of time is extended due to a
claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the Notification of the extension is sent to the claimant until the date on which the
claimant responds to the request for additional information.
(d) Extension of Notice Period. The 90 day and 60 day periods applicable to the Notice furnished by the Plan Administrator in
Sections 13(a) and 13(b) above may be extended at the discretion of the Plan Administrator for a second 90 or 60 day period, as the case may be, provided that written
Notice of the extension is furnished to the claimant prior to the termination of the initial period, indicating the special circumstances requiring such extension of time and the date by which a final decision is expected.
(e) Facility of Payment. Whenever and as often as any person entitled to payments hereunder shall be determined to be a minor or under other legal disability or otherwise incapacitated in any way so as
to be unable to manage the person’s financial affairs, the Company, in its discretion, may direct that all or any portion of the benefit payments be made: (i) to such person; (ii) to such person’s legal guardian or conservator; or (iii) to such
person’s spouse. The decision of the Plan Administrator shall, in each case, be final and binding upon all persons. Any payment made pursuant to the authority herein
conferred shall operate as a complete discharge of the obligations of the Company under the Plan in respect thereof.
(f) Responsibility for Payment. The Company shall be liable for the payment of benefits in accordance with the terms of the Plan. The benefits under the Plan shall be payable solely by the Company and
each Covered Executive who shall claim the right to any payment under the Plan shall be entitled to look only to the Company for such payment.
(g) Limitation on Benefits. The Company shall have no obligation to set aside, earmark or entrust any fund, policy or money with which to pay its obligations under this Plan. The Covered Executive, or
any successor in interest, shall be and remain simply a general, unsecured creditor of the Company with respect to the benefits under this Plan in the same manner as any other creditor who has a general claim for an unpaid liability.
- 11 -
14. Indemnification
To the extent permitted by law, all employees, officers, directors, agents and representatives of the Company shall be indemnified by the Company
and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, whether as a member of the Plan Administrator
or otherwise, except to the extent that such claims arise from gross negligence, willful neglect or willful misconduct.
15. Plan Not an Employment Contract
The Plan is not a contract between the Company and any employee, nor is it a condition of employment or services of any employee. Nothing contained
in the Plan gives, or is intended to give, any employee the right to be retained in the service of the Company, or to interfere with the right of the Company to discharge or terminate the employment or services of any employee at any time and for
any reason. No employee shall have the right or claim to benefits beyond those expressly provided in this Plan, if any. All rights and claims are limited as set forth in the Plan.
16. Severability
If any portion or provision of this Plan (including, without limitation, any portion or provision of any Section of this Plan) is to any extent
declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Plan, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Plan shall be valid and enforceable to the fullest extent permitted by law.
17. Waiver
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require
the performance of any term or obligation of this Plan, or the waiver by any party of any breach of this Plan, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
18. Successors and Assigns
No right or interest of any Covered Executive in the Plan shall be assignable or transferable in whole or in part either directly or by operation of
law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge or bankruptcy. The Plan Sponsor may assign or otherwise transfer this Plan without any Covered Executive’s consent to any affiliate or to any person
or entity with whom the Plan Sponsor shall hereafter effect a reorganization or consolidation, into which the Plan Sponsor merges or to whom it transfers all or substantially all of its properties or assets; provided
that if the Covered Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Covered Executive shall not be entitled to any payments or benefits
pursuant to Sections 6 or 7 of this Plan solely as a result of such transaction. This Plan shall inure to the benefit of and be binding upon the Covered Executive and the Plan Sponsor, and each of the Covered Executive’s and the Plan Sponsor’s
respective successors, executors, administrators, heirs and permitted assigns.
- 12 -
19. Non-Duplication of Benefits and Effect on Other Plans
Notwithstanding any other provision in the Plan to the contrary, the benefits provided hereunder are in lieu of any other severance payments and/or
benefits provided by the Company, including any such payments and/or benefits pursuant to an employment agreement or offer letter between the Company and any Covered Executive; provided, however, in the event that any Covered Executive and the
Company are parties to an employment agreement or offer letter that provides greater severance payments benefits than as set forth in this Plan, the Covered Executive shall be entitled to receive the payments or benefits under such other agreement
or arrangement and will not be eligible to receive any payments or benefits under this Plan.
21. Amendment or Termination
The Plan Sponsor may amend, modify or terminate the Plan at any time in its sole discretion; provided, however,
that no such amendment, modification or termination may affect the rights of a Covered Executive then receiving payments or benefits under the Plan without the consent of such person. Notwithstanding the foregoing, a Covered Executive’s rights to
receive payments and benefits pursuant to this Plan in connection with a Qualified Termination may not be adversely affected by an amendment or termination of this Plan without the consent of such person.
22. Governing Law and Limitation on Actions
The Plan and the rights of all persons hereunder shall be construed in accordance with and under applicable provisions of ERISA, and the regulations
thereunder, and the Plan and the rights of all persons under the Plan shall be construed in accordance with and under applicable provisions the laws of the State of California (without regard to conflict of laws provisions), to the extent not
preempted by federal law. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any person for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan’s
claim review procedure. Any action (whether at law, in equity or otherwise) must be filed and litigated in the U.S. District Court for the Northern District of California, and must be commenced within one year. This one-year period shall be
computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure and (b) the date such person’s cause of action first accrued. If a person does not bring
such an action within such one-year period, the person will be barred from bringing such action.
23. ERISA Required Information
Official Plan Name: The official name of the Plan is the Freenome, Inc. Executive Severance Plan.
Plan Administrator: The Plan Administrator is the Board (or its designee) of the Plan Sponsor.
- 13 -
Plan Sponsor:
Freenome, Inc.
Genesis Marina
3300 Marina Blvd
Brisbane, CA 94005
650) 446-6630
Plan Number:
Documents and reports for the Plan are filed with the U.S. Department of Labor under Freenome, Inc. Employer Identification Number (EIN) and the Plan Number (PN). The EIN for Freenome, Inc. is 98-1783595, and the PN is 502.
The Plan Year:
The Plan year is January 1 through December 31.
Agent for Service of Legal Process: Freenome Holdings, Inc. is the Plan’s agent for service of legal process and may be served at the address indicated in the section entitled “Plan Administrator and Sponsor” above.
Funding: All
severance pay and benefits are paid from the Company’s general assets and, thus the Plan is considered unfunded for tax purposes under Title I of ERISA.
ERISA Rights:
The Plan is subject to ERISA. As a Covered Executive, you are entitled to certain rights and protections under ERISA. Under ERISA, you are entitled to:
| • |
Examine, without charge at the Plan Administrator’s office, all official Plan documents (including insurance contracts) and copies of all documents filed with the U.S. Department of Labor, such as detailed
Summary Annual Reports.
|
| • |
Obtain copies of all official Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies.
|
| • |
Receive a summary of the Plan’s annual financial report. The Plan Administrator is required to furnish each participant with a copy of this Summary Annual Report.
|
You also have the right to expect “fiduciaries,” the people who are responsible for the management of the Plan, to act prudently and to act in the
interest of you and other Plan participants and beneficiaries. Another one of your ERISA-guaranteed rights means that no one – including the Company or any other person – may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a Plan benefit or exercising your rights under ERISA.
- 14 -
ERISA also guarantees your rights to written notice if any part of a claim is denied or ignored, in whole or in part. Because your rights under
ERISA are protected by law, you also can file suit if a right is denied. For example, if you request certain Plan-related materials from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court. In such
a case, the court may require the Plan Administrator to provide the materials and pay a fine of up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.
You may file suit in a federal court if you have a claim for benefits under the Plan that is denied or ignored, in whole or in part. You also can seek assistance from the U.S. Department of Labor or file suit in a federal court if a Plan fiduciary
has misused Plan funds or if you are discriminated against for asserting your rights. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and
fees. If you lose because, for example, the court finds your claim frivolous, you may be ordered to pay all these costs and fees on your own, including any court costs and attorney fees.
If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory
or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Ave. N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the Employee Benefits Security Administration’s publications hotline at 1-866-444-3272.
- 15 -
Exhibit A
Tier 2 Executives
|
Title
|
|
Chief Product Officer
|
|
Chief Scientific Officer
|
|
Chief People Officer
|
|
Chief Financial Officer
|
|
Chief Legal Officer
|
|
Chief Commercial Officer
|
- 16 -
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report
on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2026. Unless the context otherwise requires, the “Company” refers to Freenome, Inc. (“New Freenome”) (f/k/a Perceptive Capital Solutions Corp.)
and its subsidiaries after the Closing, and Perceptive Capital Solutions Corp. (“PCSC”) prior to the Closing.
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of
Freenome and PCSC adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 (the “Unaudited Pro Forma Condensed Combined Balance
Sheet”) combines the unaudited condensed consolidated balance sheet of Freenome as of March 31, 2026 and the unaudited condensed consolidated balance sheet of PCSC on a pro forma basis as if the Business Combination had been consummated on March
31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and year ended December 31, 2025 (the “Unaudited Pro Forma Condensed Combined Statements of Operations”) combines the unaudited
condensed consolidated statements of operations of Freenome for the three months ended March 31, 2026, and the unaudited condensed consolidated statements of operations of PCSC for the three months ended March 31, 2026 on a pro forma basis and the
audited consolidated statements of operations of Freenome for year ended December 31, 2025, and the audited consolidated statement of operations of PCSC for the year ended December 31, 2025 on a pro forma basis as if the Business Combination had
been consummated on January 1, 2025, the beginning of the earliest period presented. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the three
months ended March 31, 2026 and year ended December 31, 2025, together with the accompanying notes, are referenced herein as the “Unaudited Pro Forma Condensed Combined Financial Statements”.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not
necessarily indicative of the financial position and operating results that would have been achieved had the Business Combination occurred on the dates indicated. The unaudited pro forma condensed combined financial information does not purport to
project the future financial position or operating results of New Freenome following the completion of the Business Combination and may not be useful in predicting the future financial condition and results of operations of New Freenome following
the Closing. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected in this Form 8-K due to a variety of factors. Assumptions and estimates underlying the unaudited pro forma
adjustments included in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date on
which this unaudited pro forma condensed combined financial information is prepared and are subject to change as additional information becomes available and analyses are performed.
The unaudited pro forma condensed combined financial information was derived from and should be read together with the accompanying
notes to the unaudited pro forma condensed combined financial information, financial statements of Freenome and PCSC included in the Proxy Statement/Prospectus, the sections titled “Freenome’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “PCSC’s Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” and other information relating to Freenome and PCSC contained in the Proxy Statement/Prospectus , including the Business Combination Agreement and the description of certain
terms thereof set forth in the section titled “The Business Combination.”
Description of the Business Combination
On the Closing Date, PCSC consummated the previously announced business combination pursuant to the terms of the Business
Combination Agreement with Merger Sub I, Merger Sub II, and Freenome. Pursuant to the terms of the Business Combination Agreement, among other things, the following occurred: (1) the Domestication; (2) the Mergers; and (3) the consummation of the
other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Mergers, the “Business Combination”). In connection with the consummation of the
Business Combination, PCSC changed its corporate name to Freenome, Inc.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the First
Merger:
| • |
each share of Freenome’s capital stock that was issued and outstanding as of immediately prior to the Merger Effective Time (excluding treasury shares and
dissenting shares) was automatically cancelled and converted into the right to receive a corresponding number of shares of New Freenome Common Stock, equal to the Exchange Ratio of approximately 0.282895;
|
| • |
each outstanding and unexercised Freenome Option became a New Freenome Option containing the same terms, conditions, vesting and other provisions as were applicable
to such Freenome Options, provided that each New Freenome Option is exercisable for the number of shares of New Freenome Common Stock equal to the Exchange Ratio multiplied by the number of shares of Freenome common stock subject to the
Freenome Option as of immediately prior to the Merger Effective Time, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Freenome Option divided by the Exchange Ratio, rounded up to
the nearest whole cent;
|
| • |
each outstanding and unexercised Freenome Warrant became a warrant of New Freenome containing the same terms, conditions, vesting and other provisions as were
applicable to such Freenome Warrant, as adjusted for the Exchange Ratio.
|
In addition, on the Closing Date, the PIPE Investors purchased from New Freenome an aggregate of 24,000,000 shares of New Freenome
Common Stock, for a purchase price of $10.00 per share and aggregate proceeds of $240.0 million, pursuant to the Subscription Agreements.
Accounting Treatment of the Business Combination
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby PCSC was treated as
the acquired company and Freenome was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Freenome issuing stock for the net assets of PCSC, accompanied by a
recapitalization. The net assets of PCSC are stated at fair value, which approximates their historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the periods prior to the Business
Combination are those of Freenome.
Freenome was determined to be the accounting acquirer in the Business Combination based on the following predominate factors:
| • |
Freenome’s existing shareholders have the greatest voting interest in the combined entity with approximately 63% of the voting interest;
|
| • |
Freenome has the ability to designate a majority of the initial members of New Freenome’s Board;
|
| • |
Freenome’s senior management is the senior management of the combined entity;
|
| • |
Freenome is the larger entity based on historical operating activity and has the larger employee base; and
|
| • |
The post-combined company assumed a Freenome branded name: “Freenome, Inc.”
|
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this Form 8-K. As the unaudited pro forma condensed combined financial information has been
prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the
circumstances.
In accordance with PCSC’s governing documents, upon the Extension Amendment and upon closing of the Business Combination, PCSC
provided the holders of PCSC Class A Shares the right to have all or a portion of their PCSC Class A Shares redeemed for cash, for a per-share price equal to the pro rata portion of the funds then in PCSC’s trust account (including interest not
previously released to pay taxes). The unaudited condensed combined pro forma financial statements reflect actual redemptions of 2,146,731 PCSC Class A Shares, of which 754,008 PCSC Class A Shares were redeemed at approximately $10.82 per share, or
$8.2 million in the aggregate in connection with the Extension Amendment Proposal and 1,392,723 PCSC Class A Shares were redeemed at approximately $10.86 per share, or $15.1 million in the aggregate in connection with the Closing.
The unaudited pro forma condensed combined financial information gives effect to the Business Combination and related transactions,
including:
| • |
The PIPE Investment;
|
| • |
The conversion of Roche Convertible Note (including principal and accrued interest) into shares of New Freenome Common Stock;
|
| • |
Incremental compensation expense associated with the grant of Anti-Dilution Equity Awards and vested restricted stock units;
|
| • |
The conversion of each issued and outstanding PCSC Class A Share and PCSC Class B Share and each outstanding preference share of PCSC (if any) into New Freenome
Common Stock; and
|
| • |
The issuance of New Freenome Common Stock in connection with the Mergers.
|
The following summarizes the pro forma capitalization of the post-combination company immediately following the Closing:
|
Number of Shares
|
%
|
|
||||||
|
Freenome equity holders (1)
|
68,065,429
|
63.4
|
%
|
|||||
|
PCSC's public stockholders (2)
|
6,478,269
|
6.0
|
%
|
|||||
|
Holders of PCSC's sponsor shares (3)
|
2,442,500
|
2.3
|
%
|
|||||
|
PIPE Investors (4)
|
24,000,000
|
22.3
|
%
|
|||||
|
Roche convertible note
|
6,460,616
|
6.0
|
%
|
|||||
|
Pro Forma Common Stock Outstanding
|
107,446,814
|
100.0
|
%
|
|||||
| (1) |
Amount excludes 2,833,838 Freenome restricted stock units that will vest following the Closing. Includes 5,371,847 shares of New Freenome Common Stock issued
to the Perceptive PIPE Investor upon conversion of Freenome capital stock.
|
| (2) |
Reflects 8,625,000 PCSC Class A Shares outstanding as of March 31, 2026, less 754,008 PCSC Class A Shares redeemed in connection with the
Extension Amendment Proposal on June 10, 2026 and less 1,392,723 PCSC Class A Shares redeemed in connection with the Closing.
|
| (3) |
Includes 2,066,250 PCSC Class B Shares and 286,250 PCSC Class A private placement shares held by the Sponsor and 90,000 PCSC Class B
Shares held by PCSC independent directors.
|
| (4) |
Includes 5,500,000 PIPE Shares issued to the Perceptive PIPE Investor, 5,255,376 PIPE Shares issued to a Freenome equity holder and
13,244,624 PIPE Shares issued to third-party PIPE Investors.
|
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2026
(in thousands)
|
|
Transaction
|
||||||||||||||||
|
|
Accounting
|
||||||||||||||||
|
|
Freenome
|
PCSC
|
Adjustments
|
Pro Forma
|
|||||||||||||
|
|
(Historical)
|
(Historical)
|
(Note 2)
|
Combined
|
|||||||||||||
|
Assets
|
|||||||||||||||||
|
Cash and cash equivalents
|
$
|
41,341
|
$
|
567
|
$
|
69,402
|
(b)
|
$
|
332,566
|
||||||||
|
|
(3,450
|
)
|
(c)
|
||||||||||||||
|
|
240,000
|
(d)
|
|||||||||||||||
|
|
(15,294
|
)
|
(h)
|
||||||||||||||
|
Short-term marketable securities
|
102,100
|
-
|
102,100
|
||||||||||||||
|
Accounts and other receivables
|
844
|
-
|
844
|
||||||||||||||
|
Prepaid expenses and other current assets
|
10,718
|
82
|
10,800
|
||||||||||||||
|
Total current assets
|
155,003
|
649
|
290,658
|
446,310
|
|||||||||||||
|
Cash and investments held in Trust Account
|
-
|
92,680
|
(8,159
|
)
|
(a)
|
-
|
|||||||||||
|
|
(15,119
|
)
|
(a)
|
||||||||||||||
|
|
(69,402
|
)
|
(b)
|
||||||||||||||
|
Property and equipment, net
|
156,978
|
-
|
156,978
|
||||||||||||||
|
Operating lease right-of-use asset, net
|
96,434
|
-
|
96,434
|
||||||||||||||
|
Intangible assets, net
|
3,028
|
-
|
3,028
|
||||||||||||||
|
Goodwill
|
10,513
|
-
|
10,513
|
||||||||||||||
|
Other long-term assets
|
7,086
|
-
|
(6,880
|
)
|
(h)
|
206
|
|||||||||||
|
Restricted cash
|
9,118
|
-
|
9,118
|
||||||||||||||
|
Total assets
|
$
|
438,160
|
$
|
93,329
|
$
|
191,098
|
$
|
722,587
|
|||||||||
|
|
|||||||||||||||||
|
Liabilities
|
|||||||||||||||||
|
Accounts payable
|
$
|
11,704
|
$
|
-
|
(71
|
)
|
(h)
|
$
|
11,633
|
||||||||
|
Accrued compensation and other related benefits
|
4,596
|
-
|
4,596
|
||||||||||||||
|
Accrued expenses and other current liabilities
|
2,511
|
2,855
|
(2,822
|
)
|
(h)
|
2,544
|
|||||||||||
|
Deferred revenue
|
52,571
|
-
|
52,571
|
||||||||||||||
|
Current portion of lease liabilities
|
10,641
|
-
|
10,641
|
||||||||||||||
|
Total current liabilities
|
82,023
|
2,855
|
(2,893
|
)
|
81,985
|
||||||||||||
|
Lease liabilities, net of current portion
|
196,148
|
-
|
196,148
|
||||||||||||||
|
Convertible note, at fair value
|
40,800
|
-
|
40,800
|
||||||||||||||
|
Convertible note, related party
|
63,137
|
(63,137
|
)
|
(i)
|
-
|
||||||||||||
|
Deferred revenue, net of current portion
|
-
|
-
|
|||||||||||||||
|
Other long-term liabilities
|
16,370
|
16,370
|
|||||||||||||||
|
Deferred underwriting compensation
|
-
|
3,450
|
(3,450
|
)
|
(c)
|
-
|
|||||||||||
|
Total liabilities
|
398,478
|
6,305
|
(69,480
|
)
|
335,303
|
||||||||||||
|
|
|||||||||||||||||
|
Commitments and contingencies
|
|||||||||||||||||
|
Redeemable convertible preferred stock
|
1,363,580
|
-
|
(1,363,580
|
)
|
(j)
|
-
|
|||||||||||
|
Class A ordinary shares subject to possible redemption
|
-
|
92,680
|
(8,159
|
)
|
(a)
|
-
|
|||||||||||
|
|
(15,119
|
)
|
(a)
|
||||||||||||||
|
|
(69,402
|
)
|
(e)
|
||||||||||||||
|
|
|||||||||||||||||
|
Stockholders' equity (deficit)
|
|||||||||||||||||
|
Preference shares
|
-
|
-
|
-
|
||||||||||||||
|
Ordinary shares
|
|||||||||||||||||
|
Class A
|
-
|
-
|
1
|
(e)
|
-
|
||||||||||||
|
|
(1
|
)
|
(g)
|
||||||||||||||
|
Class B
|
-
|
-
|
-
|
(f)
|
-
|
||||||||||||
|
|
|||||||||||||||||
|
Common stock
|
3
|
-
|
(3
|
)
|
(j)
|
-
|
|||||||||||
|
New Freenome Common Stock
|
-
|
-
|
2
|
(d)
|
11
|
||||||||||||
|
|
1
|
(i)
|
|||||||||||||||
|
|
-
|
(f)
|
|||||||||||||||
|
|
1
|
(g)
|
|||||||||||||||
|
|
7
|
(j)
|
|||||||||||||||
|
Additional paid-in capital
|
86,737
|
-
|
239,998
|
(d)
|
1,832,797
|
||||||||||||
|
|
69,401
|
(e)
|
|||||||||||||||
|
|
(17,270
|
)
|
(h)
|
||||||||||||||
|
|
63,136
|
(i)
|
|||||||||||||||
|
|
1,363,576
|
(j)
|
|||||||||||||||
|
|
(7,667
|
)
|
(k)
|
||||||||||||||
|
|
34,886
|
(l)
|
|||||||||||||||
|
Accumulated other comprehensive income
|
26
|
-
|
26
|
||||||||||||||
|
Accumulated deficit
|
(1,410,664
|
)
|
(5,656
|
)
|
(2,011
|
)
|
(h)
|
(1,445,550
|
)
|
||||||||
|
|
7,667
|
(k)
|
|||||||||||||||
|
|
(34,886
|
)
|
(l)
|
||||||||||||||
|
Total stockholders' equity (deficit)
|
(1,323,898
|
)
|
(5,656
|
)
|
1,716,838
|
387,284
|
|||||||||||
|
Total liabilities, redeemable noncontrolling interest and equity (deficit)
|
$
|
438,160
|
$
|
93,329
|
$
|
191,098
|
$
|
722,587
|
|||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(in thousands, except share and per share data)
|
Transaction
|
|||||||||||||||||
|
Accounting
|
|||||||||||||||||
|
Freenome
|
PCSC
|
Adjustments
|
Pro Forma
|
||||||||||||||
|
(Historical)
|
(Historical)
|
(Note 2)
|
Combined
|
||||||||||||||
|
Revenue:
|
|||||||||||||||||
|
License and collaboration revenue
|
$
|
3,690
|
$
|
-
|
$
|
3,690
|
|||||||||||
|
Service and other revenue
|
532
|
-
|
532
|
||||||||||||||
|
Total revenue
|
4,222
|
-
|
-
|
4,222
|
|||||||||||||
|
Operating costs and expenses:
|
|||||||||||||||||
|
Cost of services
|
440
|
-
|
440
|
||||||||||||||
|
Research and development
|
52,114
|
-
|
799
|
(dd)
|
52,913
|
||||||||||||
|
General and administrative
|
13,913
|
859
|
(45
|
)
|
(aa)
|
15,833
|
|||||||||||
|
810
|
(dd)
|
||||||||||||||||
|
296
|
(ee)
|
||||||||||||||||
|
Total operating costs and expenses
|
66,467
|
859
|
1,860
|
69,186
|
|||||||||||||
|
Loss from operations
|
(62,245
|
)
|
(859
|
)
|
(1,860
|
)
|
(64,964
|
)
|
|||||||||
|
Interest and investment income, net
|
1,691
|
-
|
1,691
|
||||||||||||||
|
Interest expense
|
(3,004
|
)
|
-
|
937
|
(ff)
|
(2,067
|
)
|
||||||||||
|
Other income (expense), net
|
(1
|
)
|
-
|
(1
|
)
|
||||||||||||
|
Interest from investments held in Trust Account
|
-
|
841
|
(841
|
)
|
(bb)
|
-
|
|||||||||||
|
Unrealized loss on investments held in trust
|
-
|
(34
|
)
|
34
|
(bb)
|
-
|
|||||||||||
|
Net loss attributable to common stockholders
|
$
|
(63,559
|
)
|
$
|
(52
|
)
|
$
|
(1,730
|
)
|
$
|
(65,341
|
)
|
|||||
|
Net income (loss) per share, basic
|
$
|
(2.38
|
)
|
$
|
-
|
$
|
(0.59
|
)
|
|||||||||
|
Weighted average shares outstanding, basic
|
26,696,158
|
11,067,500
|
110,280,652
|
||||||||||||||
|
Net income (loss) per share, diluted
|
$
|
(2.38
|
)
|
$
|
-
|
$
|
(0.59
|
)
|
|||||||||
|
Weighted average shares outstanding, diluted
|
26,696,158
|
11,067,500
|
110,280,652
|
||||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except share and per share data)
|
Transaction
|
|||||||||||||||||
|
Accounting
|
|||||||||||||||||
|
Freenome
|
PCSC
|
Adjustments
|
Pro Forma
|
||||||||||||||
|
(Historical)
|
(Historical)
|
(Note 2)
|
Combined
|
||||||||||||||
|
Revenue:
|
|||||||||||||||||
|
License and collaboration revenue
|
$
|
27,139
|
$
|
-
|
$
|
27,139
|
|||||||||||
|
Service and other revenue
|
3,270
|
-
|
3,270
|
||||||||||||||
|
Total revenue
|
30,409
|
-
|
-
|
30,409
|
|||||||||||||
|
Operating costs and expenses:
|
|||||||||||||||||
|
Cost of services
|
1,944
|
-
|
1,944
|
||||||||||||||
|
Research and development
|
197,117
|
-
|
17,324
|
(cc)
|
217,635
|
||||||||||||
|
3,194
|
(dd)
|
||||||||||||||||
|
General and administrative
|
54,817
|
2,981
|
(180
|
)
|
(aa)
|
79,600
|
|||||||||||
|
17,562
|
(cc)
|
||||||||||||||||
|
3,238
|
(dd)
|
||||||||||||||||
|
1,182
|
(ee)
|
||||||||||||||||
|
Total operating costs and expenses
|
253,878
|
2,981
|
42,320
|
299,179
|
|||||||||||||
|
Loss from operations
|
(223,469
|
)
|
(2,981
|
)
|
(42,320
|
)
|
(268,770
|
)
|
|||||||||
|
Interest and investment income, net
|
6,914
|
-
|
6,914
|
||||||||||||||
|
Interest expense
|
(2,820
|
)
|
-
|
1,549
|
(ff)
|
(1,271
|
)
|
||||||||||
|
Other income (expense), net
|
32
|
-
|
32
|
||||||||||||||
|
Interest from investments held in Trust Account
|
-
|
3,821
|
(3,821
|
)
|
(bb)
|
-
|
|||||||||||
|
Unrealized loss on investments held in trust
|
-
|
(3
|
)
|
3
|
(bb)
|
-
|
|||||||||||
|
Net loss attributable to common stockholders
|
$
|
(219,343
|
)
|
$
|
837
|
$
|
(44,589
|
)
|
$
|
(263,095
|
)
|
||||||
|
Net income (loss) per share, basic
|
$
|
(8.28
|
)
|
$
|
0.08
|
$
|
(2.39
|
)
|
|||||||||
|
Weighted average shares outstanding, basic
|
26,497,083
|
11,067,500
|
110,280,652
|
||||||||||||||
|
Net income (loss) per share, diluted
|
$
|
(8.28
|
)
|
$
|
0.08
|
$
|
(2.39
|
)
|
|||||||||
|
Weighted average shares outstanding, diluted
|
26,497,083
|
11,067,500
|
110,280,652
|
||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, whereby PCSC was treated as
the acquired company and Freenome was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Freenome issuing stock for the net assets of PCSC, accompanied by a
recapitalization. The net assets of PCSC were stated at fair value, which approximates their historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the periods prior to the Business
Combination are those of Freenome.
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives pro forma effect to the Business Combination as
if it had been consummated on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and fiscal year ended December 31, 2025 give pro forma effect to the Business Combination as
if it had been consummated on January 1, 2025.
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 has been prepared using, and should be read in
conjunction with, the following:
| • |
Freenome’s unaudited condensed consolidated balance sheet as of March 31, 2026 and the related notes included in the Proxy
Statement/Prospectus; and
|
| • |
PCSC’s unaudited condensed consolidated balance sheet as of March 31, 2026 and the related notes included in the Proxy
Statement/Prospectus.
|
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 has been prepared
using, and should be read in conjunction with, the following:
| • |
Freenome’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 and the related notes
included in the Proxy Statement/Prospectus; and
|
| • |
PCSC’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 and the related notes included
in the Proxy Statement/Prospectus.
|
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 has been prepared using, and
should be read in conjunction with, the following:
| • |
Freenome’s audited consolidated statement of operations for the year ended December 31, 2025 and the related notes included in the Proxy
Statement/Prospectus; and
|
| • |
PCSC’s audited consolidated statement of operations for the year ended December 31, 2025 and the related notes included in the Proxy
Statement/Prospectus.
|
The foregoing historical financial statements have been prepared in accordance with U.S. GAAP. The unaudited pro forma condensed
combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final
amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of
operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They
should be read in conjunction with the historical financial statements and notes thereto of Freenome and PCSC.
2. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of
Regulation S-X. The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had New Freenome
following the Closing, filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of
operations are based upon the number of New Freenome shares outstanding, assuming the Business Combination occurred on January 1, 2025.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026, are as follows:
| (a) |
Represents redemptions of 754,008 PCSC Class A Shares at approximately $10.82 per share, or $8.2 million in the aggregate in connection
with the Extension Amendment Proposal and 1,392,723 PCSC Class A Shares at approximately $10.86 per share, or $15.1 million in the aggregate in connection with the Closing.
|
| (b) |
Reflects the reclassification of cash and investments held in the Trust Account that became available following the Business Combination
to cash and cash equivalents.
|
| (c) |
Reflects the payment of $3.5 million in deferred underwriters’ compensation subject to an agreement with the underwriters.
|
| (d) |
Reflects proceeds of $240.0 million from the issuance and sale of 24,000,000 shares of New Freenome Common Stock at $10.00 per share in
the PIPE Financing pursuant to the Subscription Agreements.
|
| (e) |
Reflects the reclassification of $69.4 million of PCSC Class A Shares to permanent equity.
|
| (f) |
Reflects the conversion of 2,156,250 PCSC Class B Shares into 2,156,250 shares of New Freenome Common Stock.
|
| (g) |
Represents the exchange of 6,764,519 PCSC Class A Shares for 6,764,519 shares of New Freenome Common Stock.
|
| (h) |
Represents preliminary estimated transaction costs incurred by Freenome and PCSC of approximately $13.2 million and $8.9 million,
respectively, for legal, financial advisory and other professional fees. PCSC’s estimated transaction costs exclude the deferred underwriting fees as described in Note 2(b) above.
|
For Freenome’s transaction costs:
| • |
$6.8 million was deferred in other long-term assets and paid by Freenome as of March 31, 2026;
|
| • |
$0.1 million was deferred in other long-term assets and in accounts payable as of March 31, 2026;
|
| • |
$6.4 million was reflected as a reduction of cash, which represents Freenome’s preliminary estimated transaction costs less the amounts
previously paid by Freenome;
|
| • |
$13.2 million were capitalized and offset against the proceeds from the Business Combination and reflected as a decrease in additional
paid-in capital.
|
For PCSC’s transaction costs:
| • |
$2.8 million was accrued by PCSC in accrued expenses and other current liabilities and recognized as expense as of March 31, 2026;
|
| • |
$8.9 million was reflected as a reduction of cash;
|
| • |
$4.1 million represents equity issuance costs related to the PIPE financing described in Note 2(c) above and reflected as a decrease in
additional paid-in capital; and
|
| • |
$2.0 million was reflected as an adjustment to accumulated deficit, which represents the total estimated PCSC transaction costs less: (i)
$4.1 million capitalized and offset against the proceeds from the PIPE investment; and (ii) $2.8 million previously recognized by PCSC as of March 31, 2026.
|
| (i) |
Reflects the conversion of the Roche Convertible Note and accrued interest into 6,460,616 shares of New Freenome Common Stock in connection with the Closing.
|
| (j) |
Reflects the recapitalization of Freenome’s equity consisting of 26,267,598 shares of common stock, 428,560 warrants and 212,541,832 shares of redeemable
convertible preferred stock into 68,065,429 shares of New Freenome Common Stock.
|
| (k) |
Reflects the elimination of PCSC’s historical accumulated deficit after recording the transaction costs to be incurred by PCSC as described in Note 2(h) above.
|
| (l) |
Represents the recognition of stock-based compensation expense associated with Freenome restricted stock units that, on a pro forma basis, will have vested at the
Closing. These costs expensed through Accumulated deficit are included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 as discussed in Note 2(cc) below.
|
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and
year ended December 31, 2025, are as follows:
| (aa) |
Represents pro forma adjustment to eliminate historical expenses related to PCSC’s administrative, financial and support services paid to the Sponsor, which will
terminate upon consummation of the Business Combination.
|
| (bb) |
Represents pro forma adjustment to eliminate interest and unrealized gain (loss) from investments held in Trust Account.
|
| (cc) |
Represents the recognition of stock-based compensation expense associated with Freenome restricted stock units that, on a pro forma basis, will have vested at the
Closing. These costs are reflected as if incurred on January 1, 2025, the date the Business Combination occurred for purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item.
|
| (dd) |
Reflects the amortization of stock-based compensation expense associated with Freenome’s unvested restricted stock units, which are subject to vesting based upon
both a service-based requirement and a liquidity event requirement. At the Closing the liquidity event requirement will have been meet and Freenome will amortize stock-based compensation expense associated with the unvested restricted stock
units over the remaining service period.
|
| (ee) |
Reflects the recognition of stock-based compensation expense associated with the Anti-Dilution Equity Awards that will be granted following the Business
Combination, pursuant to the Elliott Offer Letter. The terms of the Elliott Offer Letter provide that an Anti-Dilution Option grant and an Anti-Dilution RSU grant will be made such that the aggregate number of shares underlining outstanding
option awards and RSU awards issued to the employee are equal to 0.5% and 0.5%, respectively, of the fully-diluted capitalization of New Freenome following the Closing. The estimated number of Anti-Dilution Options and Anti-Dilution RSUs to
be granted are 283,832 options and 283,832 RSUs, respectively. The strike price of the Anti-Dilution Option will be equal to the fair market value of the common stock on the date the new Freenome’s Board approves that grant. The other terms
and conditions of the Anti-Dilution Option and Anti-Dilution RSUs, including the vesting commencement date and vesting schedule will be the same as the Initial Option and Initial RSU Award provided for in the employment agreement.
|
Compensation expense for the Anti-Dilution Option was estimated using the Black-Scholes option pricing model with the estimated
$10 per share price of New Freenome, 6.3 year expected term, 68.9% estimated volatility and risk-free rate of 4.4%.
Compensation expense for the Anti-Dilution RSU grant is based on the estimated $10 per share price of New Freenome.
| (ff) |
Reflects the elimination of interest expense related to the Roche Convertible Note, which will be converted into shares of New Freenome Common Stock as described in
Note 2(i) above.
|
| (gg) |
No income tax adjustment is reflected for the three months ended March 31, 2026 and year ended December 31, 2025 based on Freenome’s estimated annual effective tax
rate for the years ending December 31, 2026 and 2025, respectively, and Freenome having a full valuation allowance on its net deferred tax asset.
|
3. Loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of
additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the
calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination and related transactions have been outstanding for the entire periods presented.
|
|
Three Months Ended
March 31, 2026 |
Year Ended
December 31, 2025 |
||||||
|
|
||||||||
|
Pro forma net loss attributable to common shareholders (in thousands)
|
$
|
(65,341
|
)
|
$
|
(263,095
|
)
|
||
|
Pro forma weighted average shares outstanding, basic and diluted
|
110,280,652
|
110,280,652
|
||||||
|
Pro forma net loss per share, basic and diluted
|
$
|
(0.59
|
)
|
$
|
(2.39
|
)
|
||
|
|
||||||||
|
Pro forma weighted average shares calculation, basis and diluted (5)
|
||||||||
|
PCSC public stockholders (2)
|
6,478,269
|
6,478,269
|
||||||
|
Holders of PCSC sponsor shares (3)
|
2,442,500
|
2,442,500
|
||||||
|
PIPE Investors (4)
|
24,000,000
|
24,000,000
|
||||||
|
Freenome equity holders (1)
|
70,899,267
|
70,899,267
|
||||||
|
Roche convertible note
|
6,460,616
|
6,460,616
|
||||||
|
|
110,280,652
|
110,280,652
|
||||||
| (1) |
Includes 2,833,838 shares underlying Freenome restricted stock units that will vest six months following the Closing as the issuance of
shares will no longer be contingent on any conditions except the passage of time. Includes 5,371,847 shares of Freenome Common Stock issued to the Perceptive PIPE Investor upon conversion of Freenome capital stock.
|
| (2) |
Reflects 8,625,000 PCSC Class A Shares outstanding as of March 31, 2026, less 754,008 PCSC Class A Shares redeemed in connection with the
Extension Amendment Proposal on June 10, 2026 and 1,392,723 PCSC Class A Shares redeemed in connection with the Closing.
|
| (3) |
Includes 2,066,250 PCSC Class B Shares and 286,250 PCSC Class A private placement shares held by the Sponsor and 90,000 PCSC Class B
Shares held by PCSC independent directors.
|
| (4) |
Includes 5,500,000 PIPE Shares issued to the Perceptive PIPE Investor, 5,255,376 PIPE Shares issued to an existing Freenome equity holder
and 13,244,624 PIPE Shares issued to third-party PIPE Investors.
|
| (5) |
The pro forma weighted average shares, basic and diluted exclude the following because including them would be antidilutive:
|
| • |
3,342,294 shares issuable upon conversion of the Exact Sciences Note;
|
| • |
8,272,601 unexercised Freenome stock options;
|
| • |
1,201,043 unvested Freenome restricted stock units that remain subject to future service; and
|
| • |
14,003 warrants
|
Exhibit 99.2
Freenome Debuts as a Publicly Traded Company
Focused on Blood-Based Early Cancer Detection
– Freenome common stock expected to begin trading on the Nasdaq Capital Market under the ticker symbol “FRNM” on July 21, 2026 –
– Gross proceeds to Freenome totaled more than $300 million through a PIPE, led by Perceptive Advisors and RA Capital, and funds held by
Perceptive Capital Solutions Corp’s trust account –
– Capital will support Freenome’s cancer screening portfolio, AI/ML-enabled multiomics platform and commercial infrastructure -
Brisbane, CA (July 20, 2026) — Freenome Holdings, Inc. (“Freenome”) (Nasdaq: FRNM), an early cancer detection company developing blood-based screening tests, today announced the closing of its previously announced business combination with
Perceptive Capital Solutions Corp. (formerly Nasdaq: PCSC) (“PCSC”). The combined company will be renamed Freenome, Inc. and is expected to commence trading on the Nasdaq Capital Market on July 21, 2026, with its common stock trading under the
new ticker symbol “FRNM”.
The combined company is expected to have approximately $310 million in gross proceeds, consisting of approximately $70 million from the former PCSC trust account and
a concurrent, fully committed $240 million private placement (PIPE).
The PIPE was led by Perceptive Advisors and RA Capital and included participation from ADAR1 Capital Management, Bain Capital Life Sciences, Farallon Capital
Management and other leading healthcare investors.
“Freenome is entering this next chapter as a public company with exceptional momentum and the capital to execute on our vision,” said Aaron Elliott, Ph.D., CEO of
Freenome. “With our platform clinically validated, our CLIA laboratory processing commercial samples, and transformative partnerships with Abbott and Roche in place, we can now focus on what matters most: scaling our portfolio of Personalized
Cancer Detection screening tests and reaching the millions of Americans who remain unscreened today.”
Freenome’s Personalized Cancer Detection (PCD) approach to screening combines multiomic blood-based tests with integrated digital solutions to help providers identify eligible patients and deliver guideline-based screening for each individual based on their
health profile. By linking screening results with longitudinal real-world data, PCD is designed to expand participation, inform product enhancements and support more precise screening over time.
“When we founded Freenome more than a decade ago, we believed the real advantage in cancer screening would come from learning across biological signals, products and
cancer types, not from a single static test,” said Riley Ennis, Freenome’s co-founder and chief product officer. “The gains in our next-generation CRC test, our demonstrated performance in lung cancer and ongoing development of more than 10
additional indications show that architecture at work. AI is embedded in how our tests integrate and interpret complex biology, while population-scale testing builds the molecular and clinical datasets needed to refine and validate future
versions. Over time, repeated screening can establish each person’s baseline and reveal meaningful changes earlier, when patients have more options to change the course of disease.”
Added Adam Stone, chief investment officer of Perceptive Advisors: “Freenome has built one of the most differentiated platforms we’ve seen in cancer diagnostics by
combining multiomics with AI to tackle one of healthcare’s biggest unmet needs. With clinical validation, commercial partnerships and a scalable operating model now in place, the company is well positioned to expand access to blood-based cancer
screening and redefine how cancer is detected across multiple indications.”
Freenome will use the proceeds from this transaction to support its mission of making early cancer detection simple, accessible and personalized. The company is
focusing its efforts on three foundational pillars:
Building a Comprehensive Cancer Detection Portfolio
|
●
|
Accelerate the development of the company’s blood-based cancer screening pipeline, beginning with colorectal cancer (the first blood-based screening
indication with an established reimbursement pathway), while advancing lung cancer, future test generations and a broader portfolio of single-cancer and multi-cancer tests across high-priority indications.
|
|
●
|
Generate the clinical evidence needed to support future product launches, including completion of the PROACT Lung study and additional prospective clinical
validation studies designed to support regulatory submissions and broad adoption.
|
Advancing the AI-Enabled Multiomics Platform
|
●
|
Develop next-generation assay and automation technologies alongside ML and deep learning models that integrate new analytes to potentially improve
detection, expand across cancer indications and enable applications beyond oncology.
|
|
●
|
Connect molecular test results with longitudinal clinical outcomes and real-world data at population scale, creating a feedback loop that informs future
algorithms, risk models and product generations.
|
Scaling Commercialization and Reaching More Patients with Personalized Cancer Detection
|
●
|
Deploy the commercial, laboratory and digital infrastructure needed to deliver multiple screening tests across health systems and primary care. Supported
by strategic partnerships with Abbott and Roche, Freenome plans to combine its blood-based screening tests with clinical workflow and patient navigation capabilities to help providers identify eligible patients and guide them through
the screening process. As more patients are tested, the resulting data creates a data flywheel that continuously improves test performance and accelerates future development.
|
Freenome is led by Chief Executive Officer Aaron Elliott, Ph.D.; Co-founder and Chief Product Officer Riley Ennis; Chief Financial Officer Linh Le; and Chief
Scientific Officer Jimmy Lin, M.D., Ph.D., MHS.
Freenome’s Board of Directors includes Ann Costello, former head of Roche Diagnostic Solutions; Aaron Elliott, Ph.D., CEO at Freenome; Peter Kolchinsky, Ph.D.,
managing partner at RA Capital Management LP; Deepa Pakianathan, Ph.D., CEO at a stealth biotech company; Carole Nuechterlein, former head of Roche Venture Fund; Randy Scott, Ph.D., CEO at Thinking Bench Capital, LLC; and Douglas VanOort, former
chairman and CEO at Neogenomics Inc.
Jefferies and Leerink Partners acted as joint lead placement agents for PCSC in connection with the PIPE transaction. Jefferies also acted as lead financial advisor
and lead capital markets advisor, and Leerink Partners also acted as joint capital markets advisor to PCSC. TD Cowen acted as lead financial advisor, Guggenheim Securities, LLC acted as capital markets advisor, and BTIG, LLC acted as financial
advisor to Freenome. Goodwin Procter acted as legal counsel to Freenome. Cooley LLP acted as legal counsel to PCSC. White & Case LLP acted as legal counsel to the placement agents. Greenberg Traurig, LLP acted as legal counsel to Freenome’s
advisors.
About Freenome
Freenome is an early cancer detection company developing blood-based screening tests to identify cancer in its earliest, most treatable stages. The company’s
proprietary multiomics discovery platform analyzes circulating cell-free DNA methylation patterns at single-base resolution alongside additional biomarkers to detect multiple cancers. Freenome’s development of SimpleScreen™ CRC for colorectal
cancer screening, with clinical validation through the PREEMPT CRC Study, and a pipeline of tests for lung cancer and additional indications is designed to increase cancer screening participation among millions of at-risk individuals. For more
information, visit www.freenome.com.
About Perceptive Capital Solutions Corp (PCSC)
PCSC was formed as a blank check company for the purpose of entering into a combination with one or more businesses or entities. PCSC’s sponsor is an affiliate of
Perceptive Advisors, a leading life sciences focused investment firm.
Forward-Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements. Forward-looking statements are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” and similar expressions. These forward looking statements include, without limitation, statements
regarding Freenome’s expectations regarding the commencement of trading of its shares on the Nasdaq Capital Market, anticipated use of proceeds from the transaction, Freenome’s ability to expand its portfolio and across multiple indications and
reach additional patients. These statements are based on various assumptions and current expectations, and are not predictions of actual performance. Actual events and circumstances may differ materially from those projected. Risks include
regulatory approval timelines for diagnostic tests, market adoption of blood-based screening, ability to execute partnership agreements with Abbott, Roche and others, competitive landscape changes, clinical validation of product candidates,
manufacturing and scaling challenges, and ability to attract and retain qualified personnel. Additional information on risks and uncertainties is available in SEC filings by the company. Freenome undertakes no obligation to update forward-looking
statements except as required by law.
Contacts
Investor Relations
freenome@gilmartinir.com
Media Contact
Ryan Flinn
The Grace Group
ryan@gracegroup.us
Filing Exhibits & Attachments
22 documentsPress Releases
Agreements & Contracts
- EX-10.15 EXHIBIT 10.15 195.8 KB
- EX-10.16 EXHIBIT 10.16 60.1 KB
- EX-10.17 EXHIBIT 10.17 74.7 KB
- EX-10.18 EXHIBIT 10.18 29.7 KB
- EX-10.19 EXHIBIT 10.19 53.3 KB
- EX-10.20 EXHIBIT 10.20 30.6 KB
- EX-10.22 EXHIBIT 10.22 15.2 KB
- EX-10.23 EXHIBIT 10.23 19.7 KB
- EX-10.24 EXHIBIT 10.24 103.4 KB
- EX-10.25 EXHIBIT 10.25 100.4 KB