Freenome, Inc.
Filed Aug 18, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Aug 18, 2026
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As filed with the Securities and Exchange Commission on August 18, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction ofincorporation or organization) | 8071 (Primary Standard Industrial Classification Code Number) | 98-1783595 (I.R.S. EmployerIdentification Number) |
|---|
Genesis Marina, 3300 Marina Blvd
Brisbane, CA 94005
(650) 446-6630
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Aaron Elliott
Chief Executive Officer
Genesis Marina, 3300 Marina Blvd
Brisbane, CA 94005
(650) 446-6630
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jocelyn M. Arel
Sarah Ashfaq
Justin Anslow
Katherine Hand
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Telephone: (617) 570-1000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective
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, 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, please 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.
| 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. ☐
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, or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
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 DATED AUGUST 18, 2026
PRELIMINARY PROSPECTUS
75,188,742 Shares of Common Stock by the Selling
Securityholders
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 75,188,742 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Freenome, Inc. (the “Company”) consisting of (i) up to 24,000,000 shares of Common Stock (the “PIPE Shares”) issued in a private placement pursuant to subscription agreements entered into on December 5, 2025 (the “PIPE Financing”), (ii) up to 2,442,500 shares of Common Stock issued to the Sponsor (as defined below) and certain initial shareholders of PCSC (as defined below) in connection with the Business Combination (as defined below), (iii) up to 35,293,508 shares of Common Stock issued to certain equity holders of Freenome Holdings, Inc. (“Freenome Holdings”) pursuant to the Business Combination, (iv) up to 2,756,315 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $0.43 to $18.24 per share (the “Former Employee Options”) held by certain Selling Securityholders who are former employees of Freenome Holdings, (v) up to 2,332,119 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $2.83 to $14.00 per share (the “Affiliate Options,” and together with the Former Employee Options, the “Options”) held by certain Selling Securityholders, issued to certain equity holders of Freenome Holdings in connection with the Business Combination, (vi) up to 1,889,681 shares of Common Stock issuable upon vesting and settlement of restricted stock units (the “RSUs”) held by certain Selling Securityholders, issued to certain equity holders of Freenome Holdings in connection with the Business Combination, (vii) 6,460,616 shares of Common Stock issued to Roche (as defined below) pursuant to conversion of the Roche Convertible Note (as defined below) upon the closing of the Business Combination, and (viii) up to 14,003 shares of Common Stock that may be issued upon exercise of the Private Warrant (as defined below).
We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Options and the Private Warrant to the extent such Options and Private Warrant are exercised for cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.
We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “FRNM”. On August 14, 2026, the closing price of our Common Stock was $11.56 per share.
We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of this prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.