[S-8] Personalis, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Personalis, Inc. (PSNL) filed a Form S-8 to register 350,000 additional common shares (par $0.0001) for issuance under its 2020 Inducement Plan. The filing, made on 5 Aug 2025, brings the total shares available for equity awards to new hires under this Nasdaq-compliant plan up from prior registrations (May 2020 & May 2023) by incorporating those earlier S-8 statements.

The company is classified as a non-accelerated filer and smaller reporting company; therefore, the registration relies on simplified disclosure. No proceeds flow to the company—shares will be issued as restricted stock units or stock options to attract and retain talent. While the aggregate amount is modest (<2% of the 20.4 m shares outstanding at 30 Jun 2025), it adds minor dilution potential and increases equity-based compensation expense over time.

Positive

• Enhanced talent attraction: Additional shares broaden the pool for hiring critical scientific and commercial staff.
• Limited dilution: 350 k shares represent less than 2 % of current shares outstanding, a modest overhang.

Negative

• Incremental EPS dilution: Future share issuance will marginally dilute existing shareholders.
• Equity compensation expense: Additional stock-based awards will raise SBC cost, pressuring margins if revenue growth lags.

Insights

Equity Analyst

TL;DR: Routine S-8 adds 350k shares (<2% float); dilution manageable, aids hiring.

This is a standard administrative filing: PSNL is not raising capital but expanding share reserve for its Inducement Plan. The 350 k shares equal roughly 1.7 % of the company’s 20.4 m outstanding shares, implying limited dilution. For investors, the impact is largely neutral—slight EPS headwind offset by improved ability to recruit R&D talent in precision oncology sequencing. No financial statements, guidance, or material events are disclosed.

Corporate Governance Expert

TL;DR: Filing signals continued reliance on equity incentives; board retains flexibility.

The board approved additional shares under an inducement-only plan, which bypasses shareholder approval under Nasdaq Rule 5635(c)(4). While common in tech/biotech, investors should monitor cumulative burn rate and plan dilution versus peer medians (~4-5 % of O/S per year). No governance red flags; power-of-attorney and exhibits follow standard language.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERSONALIS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-5411038
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Address of principal executive offices) (Zip code)

2020 Inducement Plan

(Full titles of the plans)

Christopher Hall

President and Chief Executive Officer

Personalis, Inc.

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Laura Berezin

Asa Henin

Allison Peth

Cooley LLP

1700 Seventh Avenue

Seattle, WA 98101-1355

(206) 452-8700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Personalis, Inc. (the “Registrant”) to register 350,000 additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), reserved for issuance under the Company’s 2020 Inducement Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2020 (File No.  333-238080) and the Registration Statement on Form S-8 filed with the Commission on May 15, 2023 (File No. 333-271940) are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025, including the information specifically incorporated by reference into the Annual Report from the Registrant’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, as filed with the Commission on April 3, 2025.

(b) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 6, 2025, and for the fiscal quarter ended June 30, 2025, filed with the Commission on August 5, 2025.

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on May  19, 2025 and July 9, 2025.

(d) The description of the Registrant’s Common Stock filed as Exhibit 4.1 which is contained in a registration statement on Form 8-A filed on June 17, 2019 (File No. 001-38943) under the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Commission on February 25, 2021.

(e) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items and other portions of documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the Commission) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

1.

Item 8. Exhibits.

				Incorporation by Reference
Exhibit Number		Description		Form		File No.		Exhibit		Filing Date
4.1		Amended and Restated Certificate of Incorporation of Personalis, Inc.		8-K		001-38943		3.1		6/24/2019
4.2		Amended and Restated Bylaws of Personalis, Inc.		8-K		001-38943		3.1		10/31/2022
4.3		Form of common stock certificate of the Registrant.		S-1/A		333-231703		4.1		6/7/2019
5.1*		Opinion of Cooley LLP.
23.1*		Consent of BDO USA, P.C. Independent Registered Public Accounting Firm.
23.2*		Consent of Cooley LLP (reference is made to Exhibit 5.1).
24.1*		Power of Attorney (reference is made to the signature page hereto).
99.1*		Personalis, Inc. 2020 Inducement Plan, as amended
99.2		Form of RSU Award Agreement under 2020 Inducement Plan.		10-K		001-38943		10.5		2/28/2024
99.3		Form of Option Agreement under 2020 Inducement Plan.		10-K		001-38943		10.6		2/28/2024
107*		Filing Fee Table

* Filed herewith.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on August 5, 2025.

PERSONALIS, INC.
By:		/s/ Aaron Tachibana
		Aaron Tachibana
		Chief Financial Officer and Chief Operating Officer
		(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Hall and Aaron Tachibana as his or her true and lawful attorneys-in-fact and agents, with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Name and Signature		Title		Date
/s/ Christopher Hall		President, Chief Executive Officer and Director		August 5, 2025
Christopher Hall		(Principal Executive Officer)
/s/ Aaron Tachibana		Chief Financial Officer and Chief Operating Officer		August 5, 2025
Aaron Tachibana		(Principal Financial and Accounting Officer)
/s/ Karin Eastham		Director		August 5, 2025
Karin Eastham
/s/ Olivia Bloom		Director		August 5, 2025
Olivia Bloom
/s/ A. Blaine Bowman		Director		August 5, 2025
A. Blaine Bowman
/s/ Woodrow A. Myers, Jr.		Director		August 5, 2025
Woodrow A. Myers, Jr., M.D.
/s/ Lonnie Shoff		Director		August 5, 2025
Lonnie Shoff
/s/ Kenneth Widder		Director		August 5, 2025
Kenneth J. Widder, M.D.

3

FAQ

Why did Personalis (PSNL) file this Form S-8?

To register 350,000 additional common shares for issuance under its 2020 Inducement Plan aimed at new employee equity awards.

Does the filing raise new capital for Personalis?

No. Form S-8 registers shares for compensation; the company receives no cash proceeds.

How much dilution could the 350k shares create?

At 20.4 million shares outstanding (6/30/25), the new allotment equals roughly 1.7 % potential dilution.

Were these shares approved by shareholders?

Inducement plans under Nasdaq Rule 5635(c)(4) do not require shareholder approval if used solely for new hires.

What is Personalis’s filer status?

The company is a non-accelerated filer and smaller reporting company, allowing reduced reporting obligations.