Tempus AI Inc
For the period ended Dec 31, 2024. Filed Feb 24, 2025.
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FY2024 · Filed Feb 24, 2025
TEM$80.54-4.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Consolidated Financial Statements
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)
Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in Part II, Item 8 of this Annual Report on Form 10-K.
(3)
Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-42130 | 3.1 | June 17, 2024 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-42130 | 3.2 | June 17, 2024 |
| 4.1 | Specimen Class A Common Stock Certificate. | S-1/A | 333-279558 | 4.1 | June 5, 2024 |
| 4.2* | Description of Registrant’s Securities. | ||||
| 10.1 | Twelfth Amended and Restated Investor RightsAgreement, dated April 30, 2024. | S-1 | 333-279558 | 10.1 | May 20, 2024 |
| 10.2+ | The Registrant’s Third Amended and Restated2015 Stock Plan, as amended. | S-1 | 333-279558 | 10.2 | May 20, 2024 |
| 10.3+ | Forms of Grant Notices and Award Agreements under the Registrant’s Third Amended and Restated 2015 Stock Plan, as amended. | S-1 | 333-279558 | 10.3 | May 20, 2024 |
| 10.4+ | The Registrant’s 2024 Equity Incentive Plan. | S-1 | 333-279558 | 10.4 | May 20, 2024 |
| 10.5+ | Forms of Grant Notice, Stock Option Agreement and Notice of Exercise under the Registrant’s2024 Equity Incentive Plan. | S-1 | 333-279558 | 10.5 | May 20, 2024 |
| 10.6+ | Forms of Restricted Stock Unit Grant Notice andAward Agreement under the Registrant’s 2024Equity Incentive Plan. | S-1 | 333-279558 | 10.6 | May 20, 2024 |
| 10.7+ | Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer. | S-1 | 333-279558 | 10.7 | May 20, 2024 |
| 10.8+ | Employment Agreement, by and between theRegistrant and Eric Lefkofsky, dated February 1,2024. | S-1 | 333-279558 | 10.8 | May 20, 2024 |
| 10.9+ | Employment Agreement, by and between theRegistrant and Erik Phelps, dated January 1,2023. | S-1 | 333-279558 | 10.9 | May 20, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 10.10+ | Employment Agreement, by and between the Registrant and Ryan Fukushima, dated January 1, 2023. | S-1 | 333-279558 | 10.10 | May 20, 2024 |
| 10.11+ | Employment Agreement, by and between theRegistrant and James Rogers, dated January 1,2023. | S-1 | 333-279558 | 10.11 | May 20, 2024 |
| 10.12+ | Employment Agreement, by and between theRegistrant and Andy Polovin, dated January 1,2023. | S-1 | 333-279558 | 10.23 | May 20, 2024 |
| 10.13# | Agreement of Lease, by and between the Registrant and EQC 600 West Chicago Property LLC, dated January 18, 2018, as amended. | S-1 | 333-279558 | 10.12 | May 20, 2024 |
| 10.14† | Supply Agreement, by and between theRegistrant and Illumina, Inc., dated June 29,2021. | S-1 | 333-279558 | 10.13 | May 20, 2024 |
| 10.15†* | Second Amended and Restated Convertible Promissory Note, by and between the Registrant and Google LLC, dated February 22, 2025. | ||||
| 10.16† | Amended and Restated Master Agreement, by and between the Registrant and Pathos AI, Inc., dated February 12, 2024. | S-1/A | 333-279558 | 10.15 | June 5, 2024 |
| 10.17† | Master Services Agreement, by and between the Registrant and AstraZeneca AB, dated November 17, 2021. | S-1 | 333-279558 | 10.16 | May 20, 2024 |
| 10.18+ | The Registrant’s 2024 Employee Stock PurchasePlan. | S-1 | 333-279558 | 10.17 | May 20, 2024 |
| 10.19† | Strategic Collaboration Agreement, by and between the Registrant and Glaxosmithkline LLC, dated August 1, 2022. | S-1 | 333-279558 | 10.18 | May 20, 2024 |
| 10.20# | Credit Agreement, by and among the Registrant, the lenders party thereto, Ares Capital Corporation and Ares Capital ManagementLLC, dated September 22, 2022. | S-1 | 333-279558 | 10.19 | May 20, 2024 |
| 10.21# | Limited Waiver and First Amendment to Credit Agreement, by and among the Registrant, the loan party signatories and lenders party thereto, and Ares Capital Corporation as administrative agent, dated April 25, 2023. | S-1 | 333-279558 | 10.20 | May 20, 2024 |
| 10.22# | Second Amendment to Credit Agreement, by and among the Registrant, the loan party signatories and lenders party thereto, and Ares Capital Corporation as administrative agent, dated October 11, 2023. | S-1 | 333-279558 | 10.21 | May 20, 2024 |
| 10.23† | Master Agreement, by and between the Registrant and Recursion Pharmaceuticals, Inc., dated November 3, 2023. | S-1 | 333-279558 | 10.22 | May 20, 2024 |
| 10.24† | Amendment to Master Services Agreement, by and between Registrant and AstraZeneca AB, dated October 29, 2022. | S-1 | 333-279558 | 10.24 | May 20, 2024 |
| 10.25† | Second Amendment to Master Services Agreement, by and between Registrant and AstraZeneca UK Ltd, dated February 21, 2023. | S-1 | 333-279558 | 10.25 | May 20, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 10.26† | Third Amendment to Master Services Agreement, by and between Registrant and AstraZeneca AB, dated December 18, 2023. | S-1 | 333-279558 | 10.26 | May 20, 2024 |
| 10.27† | Joint Venture Agreement, by and among Softbank Group Corporation, Softbank Group Japan Corporation, the Registrant and Pegasos Corp., dated May 18, 2024. | S-1/A | 333-279558 | 10.27 | June 5, 2024 |
| 10.28† | Data License Agreement by and between theRegistrant and Pegasos Corp., dated May 18, 2024. | S-1/A | 333-279558 | 10.28 | June 5, 2024 |
| 10.29† | Intellectual Property License Agreement, by and between the Registrant and Pegasos Corp., dated May 18, 2024. | S-1/A | 333-279558 | 10.29 | June 5, 2024 |
| 10.30† | Amendment No. 1 to Strategic Collaboration Agreement, by and between the Registrant and GlaxoSmithKline LLC, dated May 20, 2024. | S-1/A | 333-279558 | 10.30 | June 5, 2024 |
| 10.31# | Securities Purchase Agreement, by and among the Registrant, REALM IDx, Inc. and Konica Minolta, Inc., dated November 4, 2024 | 8-K | 001-42130 | 10.1 | November 5, 2024 |
| 10.32# | Third Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement, dated as of February 3, 2025, by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto, Ares Capital Corporation, as administrative agent and ACF Finco I LP, as revolving agent. | 8-K | 001-42130 | 10.1 | February 3, 2025 |
| 10.33 | Start-Up Agreement by and between the Registrant and Pathos AI, Inc., dated August 1, 2024 | 10-Q | 333-279558 | 10.11 | November 5, 2024 |
| 10.34* | Eighth Amendment to Agreement of Lease, dated as of June 18, 2024, by and between the Registrant and EQC 600 West Chicago Property LLC. | ||||
| 19.1* | Insider Trading Policy. | ||||
| 21.1 | List of subsidiaries of the Registrant | S-1/A | 333-279558 | 21.1 | June 5, 2024 |
| 23.1* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (included on signature pages). | ||||
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1*+ | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97* | Incentive Compensation Recoupment Policy. | ||||
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | ||||
| Incorporated by Reference | |||||
| ExhibitNumber | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. | ||||
| 104* | Cover Page formatted as inline XBRL and contained in Exhibit 101. | ||||
- Filed herewith
- Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
† Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type that the registrant treats as private or confidential.
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