Freenome holder converts 2.07M shares in merger deal
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Perceptive Capital Solutions Holdings, a former 10% owner of Freenome, Inc., reported the conversion of 2,066,250 Class B Ordinary Shares into the same number of shares of Common Stock on July 20, 2026 in connection with Freenome's business combination with Old Freenome. Following the one-for-one conversions, the reporting person holds 2,352,500 shares of Common Stock directly, and its two directors, Adam Stone and Michael Altman, share voting and investment discretion over these securities. The transactions were not executed under a Rule 10b5-1 trading plan.
Insider Trade Summary
2,066,250 shares exercised/converted
Exercise
2 txns
Insider
Perceptive Capital Solutions Holdings
Role
Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Ordinary Shares F1, F2 | 2,066,250 | -- | -- |
| Conversion | Common Stock F1, F2 | 2,066,250 | -- | -- |
Holdings After Transaction:
Class B Ordinary Shares — 0 contracts (Direct);
Common Stock — 2,352,500 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, Freenome Holdings, Inc. ("Old Freenome"), StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer and StarNet Merger Sub II, LLC, a wholly owned subsidiary of the Issuer (the "BCA"), on July 20, 2026 (the "Closing Date"), the Issuer consummated its business combination with Old Freenome (the "Business Combination"). In connection with the closing of Business Combination, the Issuer's Class B Ordinary Shares converted into Class A Ordinary Shares on a one-to-one basis and subsequently converted into shares of Common Stock on a one-to-one basis.
- F2. The Reporting Person is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities of the Issuer held of record by the Reporting Person and may be deemed to have shared beneficial ownership of the securities held directly by the Reporting Person.
Key Figures
Class B Ordinary Shares converted: 2,066,250 shares
Common Stock acquired via conversion: 2,066,250 shares
Common Stock held after conversion: 2,352,500 shares
+2 more
5 metrics
Class B Ordinary Shares converted
2,066,250 shares
Class B Ordinary Shares converted into Common Stock on July 20, 2026
Common Stock acquired via conversion
2,066,250 shares
Shares of Common Stock received from derivative conversion
Common Stock held after conversion
2,352,500 shares
Direct holdings of Common Stock by Perceptive Capital Solutions after the transaction
Business Combination closing date
July 20, 2026
Closing date of the Business Combination triggering the share conversions
Class B position after conversion
0 shares
Total Class B Ordinary Shares following the derivative conversion
Key Terms
Business Combination Agreement, Class B Ordinary Shares, Common Stock, beneficial ownership, +1 more
5 terms
Business Combination Agreement financial
"Pursuant to the Business Combination Agreement, dated December 5, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Common Stock financial
"subsequently converted into shares of Common Stock on a one-to-one basis"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
beneficial ownership financial
"may be deemed to have shared beneficial ownership of the securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and investment discretion financial
"have voting and investment discretion with respect to the securities"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Perceptive Capital Solutions report in relation to PCSC?
Perceptive Capital Solutions Holdings converted 2,066,250 Class B Ordinary Shares of Freenome, Inc. into 2,066,250 shares of Common Stock on July 20, 2026. This was part of Freenome's business combination with Old Freenome, with no open-market purchase or sale reported.
Was the Perceptive Capital Solutions transaction in the PCSC context under a Rule 10b5-1 plan?
No. The filing indicates the transactions were not executed pursuant to a Rule 10b5-1 trading plan. The document-level checkbox for Rule 10b5-1 plans was explicitly left unchecked, suggesting discretionary timing for the reported share conversions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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