RA Capital reports 14.3% Freenome, Inc. (PCSC) stake after business combination

Q: How many Freenome (PCSC) shares does RA Capital Healthcare Fund hold?

RA Capital Healthcare Fund, L.P. holds 12,230,122 Freenome common shares, representing 11.4% of the company’s outstanding common stock. These shares form the largest component of the 15,367,270 -share position reported by the RA Capital group in the Schedule 13D/A amendment.

Q: What registration rights do RA Capital and affiliates have in Freenome (PCSC)?

An Investor Rights Agreement requires Freenome to file a resale registration statement within 30 days of closing and use commercially reasonable efforts to make it effective. Holders, including RA Capital funds, receive demand and piggyback registration rights, with the agreement generally lasting up to five years.

Q: What lock-up applies to RA Capital’s Freenome (PCSC) shares?

Under a Lock-Up Agreement , RA Capital Healthcare Fund, the Nexus funds and a managed account agreed not to transfer Freenome common shares they hold after domestication for six months following the July 20, 2026 closing, subject to certain permitted transfer exceptions specified in the agreement.

Q: How is RA Capital’s Freenome (PCSC) ownership structured across funds?

The reported position includes 12,230,122 shares in RA Capital Healthcare Fund, 970,950 in Nexus Fund, 553,703 in Nexus Fund II, 1,245,068 in Nexus Fund III, and 367,427 in a separately managed account, over which RA Capital has voting and investment authority.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

RA Capital Management, L.P., together with Peter Kolchinsky, Rajeev Shah and affiliated funds, beneficially owns 15,367,270 shares of Freenome, Inc. common stock, representing 14.3% of the 107,446,814 shares outstanding as of the July 20, 2026 business combination closing.

The stake is held across RA Capital Healthcare Fund, L.P. (12,230,122 shares), several Nexus funds and a managed account. The investors received Freenome shares in the business combination for an aggregate prior equity investment of $218,999,969 and purchased additional PIPE shares for $52,553,760 at $10 per share. An investor rights agreement provides resale registration, demand and piggyback rights, while a lock-up restricts transfers for six months after closing. The position is for investment purposes, though the investors may adjust holdings and engage with management, and Kolchinsky serves as a director.

Key Figures

Beneficial ownership: 15,367,270 shares Ownership percentage: 14.3% Fund holdings: 12,230,122 shares +5 more

8 metrics

Beneficial ownership 15,367,270 shares Freenome common stock beneficially owned by RA Capital Management, L.P., Peter Kolchinsky and Rajeev Shah

Ownership percentage 14.3% Percentage of Freenome common stock represented by 15,367,270 shares

Fund holdings 12,230,122 shares Freenome common stock held by RA Capital Healthcare Fund, L.P., representing 11.4% of the class

Shares outstanding 107,446,814 shares Freenome common stock outstanding as of the July 20, 2026 Closing Date

Equity exchange investment $218,999,969 Aggregate investment for existing Freenome equity interests exchanged for common stock at the business combination closing

PIPE purchase by Fund 4,918,411 shares at $10 Common shares bought by RA Capital Healthcare Fund, L.P. in the PIPE Financing

PIPE purchase by Nexus Fund III 336,965 shares at $10 Common shares bought by RA Capital Nexus Fund III, L.P. in the PIPE Financing

PIPE aggregate investment $52,553,760 Total amount invested by the Fund and Nexus Fund III in PIPE shares at $10 per share

Key Terms

Schedule 13D/A, Beneficial owner, PIPE Financing, Investor Rights Agreement, +2 more

6 terms

Schedule 13D/A regulatory

"Rows 11 and 13 of each Reporting Person's cover page to this set forth"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

Beneficial owner regulatory

"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

PIPE Financing financial

"the transactions contemplated by the Business Combination Agreement and the PIPE Financing closed"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Investor Rights Agreement regulatory

"entered into that certain investor rights agreement (the "Investor Rights Agreement")"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

Lock-Up Agreement regulatory

"entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Resale Registration Statement regulatory

"a registration statement registering the resale of certain shares of Common Stock"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:34 PM Accepted by SEC EDGAR 07/22/2026 - 05:34 PM

FAQ

What stake does RA Capital report in Freenome, Inc. (PCSC)?

RA Capital and related parties report beneficial ownership of 15,367,270 Freenome shares, equal to 14.3% of the 107,446,814 shares outstanding as of the July 20, 2026 business combination closing, based on information provided by the issuer.

How many Freenome (PCSC) shares does RA Capital Healthcare Fund hold?

RA Capital Healthcare Fund, L.P. holds 12,230,122 Freenome common shares, representing 11.4% of the company’s outstanding common stock. These shares form the largest component of the 15,367,270-share position reported by the RA Capital group in the Schedule 13D/A amendment.

How did RA Capital acquire its Freenome (PCSC) position?

RA Capital-affiliated vehicles received Freenome common stock in a business combination and PIPE financing. They exchanged existing Freenome equity for shares reflecting an aggregate investment of $218,999,969 and purchased additional PIPE shares for $52,553,760 at $10 per share, all funded with working capital.

What registration rights do RA Capital and affiliates have in Freenome (PCSC)?

An Investor Rights Agreement requires Freenome to file a resale registration statement within 30 days of closing and use commercially reasonable efforts to make it effective. Holders, including RA Capital funds, receive demand and piggyback registration rights, with the agreement generally lasting up to five years.

What lock-up applies to RA Capital’s Freenome (PCSC) shares?

Under a Lock-Up Agreement, RA Capital Healthcare Fund, the Nexus funds and a managed account agreed not to transfer Freenome common shares they hold after domestication for six months following the July 20, 2026 closing, subject to certain permitted transfer exceptions specified in the agreement.

Does RA Capital intend to take control of Freenome (PCSC)?

The investors state they acquired Freenome common stock for investment purposes and not with an intent, purpose or effect of changing control. They may buy or sell additional securities and communicate with management and other stakeholders, and Peter Kolchinsky currently serves as a director.

How is RA Capital’s Freenome (PCSC) ownership structured across funds?

The reported position includes 12,230,122 shares in RA Capital Healthcare Fund, 970,950 in Nexus Fund, 553,703 in Nexus Fund II, 1,245,068 in Nexus Fund III, and 367,427 in a separately managed account, over which RA Capital has voting and investment authority.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Freenome, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

35661P100

(CUSIP Number)

Peter Kolchinsky
RA Capital Management, L.P., 200 Berkeley Street, 18th Floor
Boston, MA, 02116
617.778.2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Freenome, Inc.

(c)

Address of Issuer's Principal Executive Offices:

Genesis Marina, 3300 Marina Blvd, Brisbane, CALIFORNIA , 94005.

Item 1 Comment:

This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on December 12, 2025 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Item 2.

Identity and Background

(a)

This Schedule 13D/A is being filed on behalf of RA Capital Management, L.P. ("RA Capital"), Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital, Dr. Kolchinsky, Mr. Shah, and the Fund are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1. The Reporting Persons' beneficial ownership of the Issuer's common stock consists of (i) 12,230,122 shares of common stock held by the Fund; (ii) 970,950 shares of common stock held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"); (iii) 553,703 shares of common stock held by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"); (iv) 1,245,068 shares of common stock held by RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"); and (v) 367,427 shares of common stock held by a separately managed account (the "Account"). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund, RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund, RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II and RA Capital Nexus Fund III GP, LLC is the general partner of the Nexus Fund III. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for each of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III or the Account. Each of the Fund , the Nexus Fund I, the Nexus Fund II and the Nexus Fund III has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in its portfolio, including the shares of the Issuer's common stock reported herein. Because each of the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III has divested itself of voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, each of the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act and therefore disclaims any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13D other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13D shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

(b)

The address of the principal business office of each of the Reporting Persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

(c)

The Fund is a private investment vehicle. RA Capital provides investment management services to the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account. The principal occupation of each of Dr. Kolchinsky and Mr. Shah is investment management.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

See Item 6 of the cover pages.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented as follows: On July 20, 2026 (the "Closing Date"), the transactions contemplated by the Business Combination Agreement and the PIPE Financing closed. In connection with the Domestication, the 750,000 class A ordinary shares previously held by the Fund were reclassified as 750,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer. Additionally, in connection with the closing of the Business Combination, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account received 6,561,711, 970,950, 553,703, 908,103, and 367,427 shares of Common Stock, respectively, in exchange for their existing equity interests in Freenome, which the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account had acquired for an aggregate investment of $218,999,969. In connection with the closing of the PIPE Financing, the Fund and the Nexus Fund III purchased 4,918,411 and 336,965 shares of Common Stock, respectively, at a purchase price of $10 per share, or an aggregate investment of $52,553,760. All purchases of the securities described herein were for cash and were funded by working capital of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account.

Item 4.

Purpose of Transaction

Item 4 of the Statement is hereby amended and restated as follows: The Reporting Persons acquired the common stock reported herein for investment purposes and not with an intent, purpose or effect of changing control of the Issuer. The Reporting Persons may, from time to time, acquire additional equity securities or debt securities of the Issuer, which debt securities may be convertible or non-convertible, secured or unsecured, and could involve the monetization of potential revenue streams deriving from development-stage or commercial programs of the Issuer, or dispose of Issuer securities they beneficially own, on the open market or in private transactions or otherwise (including by means of 10b5-1 programs), consistent with their investment purposes and in amounts, on such terms and at such times as to be determined by the Reporting Persons based upon a number of factors, including, without limitation, their ongoing assessment of the Issuer's business prospects, the availability of Issuer securities at prices that would make the purchase or sale of such securities desirable, prevailing market conditions, the availability of other investment opportunities, and/or other considerations. In addition, consistent with their investment purpose, the Reporting Persons may engage in communications with persons associated with the Issuer, including stockholders of the Issuer, officers of the Issuer, members of the board of directors of the Issuer, and/or or other third parties, to discuss matters regarding the Issuer, including but not limited to its operations, strategic direction, governance or capitalization, and potential business combinations or dispositions involving the Issuer or certain of its businesses. Dr. Kolchinsky currently serves as a director of the Issuer and therefore will engage in regular discussions with the Issuer's board of directors and management as part of his duties as a director. Neither Dr. Kolchinsky (other than in his capacity as a director) nor the Reporting Persons have any present plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and Board, other investment opportunities available to RA Capital, the price levels of the Issuer securities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may change their purpose and formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other stockholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D set forth the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 107,446,814 shares of Common Stock outstanding as of the Closing Date, as reported to the Reporting Persons by the Issuer.

(b)

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of Common Stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

(c)

Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days.

(d)

No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock subject to this 13D/A.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented as follows: On the Closing Date, the Issuer, the Sponsor, and certain stockholders of Freenome, including the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account entered into that certain investor rights agreement (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, among other things, the Issuer agreed that, within 30 calendar days following the Closing Date, the Issuer will file with the Commission (at the Issuer's sole cost and expense) a registration statement registering the resale of certain shares of Common Stock held by or issuable to the parties thereto (the "Resale Registration Statement"), and the Issuer 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 the Issuer and the initial shareholders in connection with the Issuer'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, including the Fund and the Nexus Fund III, also have demand registration rights pursuant to the terms of the Subscription Agreements. In connection with the Closing, the Sponsor and certain former Freenome stockholders, including the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account entered into a lock-up agreement (the "Lock-Up Agreement") with the Issuer. Pursuant to the Lock-Up Agreement, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III and the Account agreed not to transfer (except for certain permitted transfers) any shares of Common Stock held by it after the Domestication until six months after the Closing Date. The foregoing descriptions of the Subscription Agreement, Investor Rights Agreement and Lock-Up Agreement are not complete and are qualified in their entirety by the forms of such agreements filed as Exhibits 99.3, 99.5 and 99.6 hereto, each of which is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Business Combination Agreement (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.4 Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.5 Form of Investor Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025). Exhibit 99.6 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K (File No. 001-42126), filed on December 5, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RA Capital Management, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By Peter Kolchinsky, Authorized Signatory
Date:	07/22/2026

Peter Kolchinsky

Signature:	/s/ Peter Kolchinsky
Name/Title:	Peter Kolchinsky
Date:	07/22/2026

Rajeev Shah

Signature:	/s/ Rajeev Shah
Name/Title:	Rajeev Shah
Date:	07/22/2026

RA Capital Healthcare Fund, L.P.

Signature:	/s/ Peter Kolchinsky
Name/Title:	By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:	07/22/2026

Source: View Original Filing on SEC EDGAR