Caris Life Sciences, Inc.

S-11 tm2415719-14_s1.htm S-1

As filed with the Securities and Exchange Commission on May 23, 2025.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CARIS LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

750 W. John Carpenter Freeway

Suite 800

Irving, TX 75039

Telephone: (866) 771-8946

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

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David D. Halbert

Founder, Chairman, and Chief Executive Officer

Caris Life Sciences, Inc.

750 W. John Carpenter Freeway, Suite 800

Irving, TX 75039

Telephone: (866) 771-8946

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated , 2025

P R O S P E C T U S

Shares

Caris Life Sciences, Inc.

Class A Common Stock

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This is Caris Life Sciences, Inc.’s initial public offering. We are selling shares of our Class A common stock.

We expect the public offering price to be between $ and $ per share. Currently, no public market exists for shares of our Class A common stock. After pricing of the offering, we expect that our Class A common stock will trade Nasdaq Global Select Market (“Nasdaq”) under the symbol “CAI.”

Upon the completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time, at the option of the holder, and mandatorily upon the occurrence of certain events, into one share of Class A common stock. Immediately following the completion of this offering, the outstanding shares of our Class B common stock will collectively represent approximately % of the voting power of our outstanding capital stock, with our executive officers, directors, and principal shareholders collectively holding approximately % of the voting power of our outstanding capital stock, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. David D. Halbert, our Founder, Chairman, and Chief Executive Officer, will beneficially own shares of common stock representing approximately % of our outstanding shares of capital stock and approximately % of the voting power of our outstanding capital stock, assuming in each case, no exercise by the underwriters of their option to purchase additional shares of Class A common stock. As a result, Mr. Halbert will have the ability to exercise significant influence over the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change of control transaction, and, following this offering, we may become a “controlled company” as defined under the corporate governance rules of Nasdaq. See “Principal Shareholders” and “Description of Capital Stock” for additional information.

At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus, excluding the additional shares that the underwriters have a 30-day option to purchase, for sale, at the initial public offering price, to certain individuals identified by management, including certain of our directors, officers, employees, and certain other parties related to us. See “Underwriting—Reserved Share Program.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—​Implications of Being an Emerging Growth Company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 21 of this prospectus.

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(1)

We refer you to “Underwriting” for additional information regarding underwriting compensation.

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The underwriters may also exercise their option to purchase up to an additional shares of Class A common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2025.

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BofA Securities J.P. Morgan Goldman Sachs & Co. LLC Citigroup

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The date of this prospectus is , 2025.

Where Molecular Science Meets Artificial Intelligence Arizona blood lab; the entrance lobby of Caris’ Phoenix, Arizona tissue lab; tissue sample storage in Caris’ Phoenix, Arizona tissue lab; a Caris laboratory technician preparing a centrifuge for Caris Assure™ profiling of patient blood samples; a Caris laboratory technician preparing patient blood samples for Caris Assure™ profiling; a Caris laboratory technician microdissecting a patient tissue sample in preparation for MI Profile™ analysis; Caris laboratory technicians in our Phoenix, Arizona blood lab; sequencing machines in Caris’ Phoenix, Arizona blood lab.

By the Numbers Profiling, Data & Technology Publications, Patents & People Data points are as of March 31, 2025.

Case Volume Growth (Thousands*) Clinical Cases Biopharma & External Research Cases 172.6 31% CAGR 136.9 2019-2024 103.4 162.9 77.5 30% Year-Over-Year Growth Rate 128.8 61.5 97.3 47.3 45.1 36.5 75.3 59.9 45.9 34.9 42.8 2019 2020 2021 2022 2023 2024 Q1 2024 Q1 2025 *Figures reflect case volume for the periods presented. Figures may not sum precisely due to rounding.

Revenue Growth ($ Millions*) Molecular Profiling Services Pharma Research & Development Services 28% CAGR 2019-2024 $306.1 $258.5 $278.7 ($79.1) ($175.8) ($324.0) ($320.8) ($341.4) ($281.9) ($111.0) ($102.6) NET (LOSS) *Figures reflect revenue for the periods presented. Figures may not sum precisely due to rounding.