Caris Life Sciences, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibit · Form · File No. · Exhibit Number · Filing Date · Filed or Furnished Herewith | |||||
| 3.1 | Amended and Restated Certificate of Formation of Caris Life Sciences, Inc. | 8-K | 001-42706 | 3.1 | June 20, 2025 |
| 3.2 | Amended and Restated Bylaws of Caris Life Sciences, Inc. | 8-K | 001-42706 | 3.2 | June 20, 2025 |
| 4.1 | Form of Caris Life Sciences, Inc. common stock certificate. | S-1/A | 333-287551 | 4.1 | June 9, 2025 |
| 4.2# | Amended and Restated Investors’ Rights Agreement, dated as of April 1, 2025, among Caris Life Sciences, Inc. and certain of its shareholders. | S-1 | 333-287551 | 4.2 | May 23, 2025 |
| 10.1(a)# | Credit Agreement, dated as of January 18, 2023, among Caris Life Sciences, Inc., the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent. | S-1 | 333-287551 | 10.1(a) | May 23, 2025 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit Number | Filing Date | Filed or Furnished Herewith |
| 10.1(b)# | First Amendment to Credit Agreement, dated as of April 1, 2025, among Caris Life Sciences, Inc., the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent. | S-1 | 333-287551 | 10.1(b) | May 23, 2025 | |
| 10.2(a)§ | Supply Agreement, dated as of September 21, 2022, by and between Caris MPI, Inc. and Illumina, Inc. | S-1 | 333-287551 | 10.2(a) | May 23, 2025 | |
| 10.2(b)§ | Master Supply Agreement, effective as of July 8, 2024, by and between Roche Diagnostics Corporation and Caris MPI, Inc. | S-1 | 333-287551 | 10.2(b) | May 23, 2025 | |
| 10.3(a)(1)§ | Lease Agreement, dated as of March 1, 2019, by and between WPT LAND 2 LP and 23andMe, Inc., with Amendment No. 1, dated June 17, 2019. | S-1 | 333-287551 | 10.3(a) | May 23, 2025 | |
| 10.3(a)(2)# | Second Amendment, dated October 5, 2021, to Lease Agreement by and between WPT LAND 2 LP and Caris MPI, Inc. | X | ||||
| 10.3(b)§ | Industrial Real Estate Lease (Single-Tenant Facility), dated as of August 19, 2009, by and between Liberty Cotton Center, LLC and CDx Holdings, Inc., as amended. | S-1 | 333-287551 | 10.3(b) | May 23, 2025 | |
| 10.3(c)§ | Lease, dated as of July 25, 2019, by and between KCP NNN II Leasehold 4, LLC and Caris MPI, Inc. | S-1 | 333-287551 | 10.3(c) | May 23, 2025 | |
| 10.4(a)† | Caris Life Sciences, Inc. Amended and Restated 2020 Incentive Plan. | S-1/A | 333-287551 | 10.4(a) | June 9, 2025 | |
| 10.4(b)† | Form of Incentive Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan. | S-1 | 333-287551 | 10.4(b) | May 23, 2025 | |
| 10.4(c)† | Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan. | S-1 | 333-287551 | 10.4(c) | May 23, 2025 | |
| 10.4(d)† | Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan (Nonemployee Director) | S-1 | 333-287551 | 10.4(d) | May 23, 2025 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit Number | Filing Date | Filed or Furnished Herewith |
| 10.4(e)† | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan. | S-1 | 333-287551 | 10.4(e) | May 23, 2025 | |
| 10.4(f)† | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan (Chief Executive Officer). | S-1 | 333-287551 | 10.4(f) | May 23, 2025 | |
| 10.4(g)† | Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan (Non-Employee Director). | S-1 | 333-287551 | 10.4(g) | May 23, 2025 | |
| 10.5(a)† | Caris Life Sciences, Inc. 2025 Incentive Plan, as amended and restated. | S-8 | 333-287551 | 99.2 | June 18, 2025 | |
| 10.5(b)† | Form of Restricted Stock Unit Award Agreement under the 2025 Incentive Plan, as amended and restated. | S-1/A | 333-287551 | 10.5(b) | June 9, 2025 | |
| 10.6† | Caris Life Sciences, Inc. Employee Stock Purchase Plan, as amended and restated. | S-8 | 333-287551 | 99.3 | June 18, 2025 | |
| 10.7(a)† | Executive Employment Agreement, dated as of February 1, 2010, by and between the Registrant and David Spetzler. | S-1 | 333-287551 | 10.7 | May 23, 2025 | |
| 10.7(b)† | First Amendment to Employment Agreement, dated as of July 27, 2015, by and between the Registrant and David Spetzler. | S-1 | 333-287551 | 10.8 | May 23, 2025 | |
| 10.8† | Executive Employment Agreement, dated as of May 31, 2018, by and between Caris Science, Inc. and Brian Brille. | S-1 | 333-287551 | 10.9 | May 23, 2025 | |
| 10.9† | Caris Life Sciences, Inc. Executive and Director Change in Control Plan. | S-1 | 333-287551 | 10.10 | May 23, 2025 | |
| 10.1† | Non-Employee Director Compensation Program. | S-1 | 333-287551 | 10.11 | May 23, 2025 | |
| 10.11 | Form of Director and Officer Indemnification Agreement. | S-1 | 333-287551 | 10.12 | May 23, 2025 | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Incorporated by Reference | ||||||
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit Number | Filing Date | Filed or Furnished Herewith |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 101.INS | Inline XBRL Instance Document (the instancedocument does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition LinkbaseDocument. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label LinkbaseDocument. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension PresentationLinkbase Document. | X | ||||
| 104 | Cover Page formatted as Inline XBRL and contained in Exhibit 101. | X | ||||
† Indicates a management contract or compensatory plan or arrangement.
#The registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to provide further information regarding such omitted materials to the SEC upon request.
§ Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
- The certifications furnished in Exhibits 32.1 and 32.2 are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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