Freenome, Inc. 8-K

What Happened

• Freenome, Inc. (formerly PCSC) filed an 8-K (filed July 24, 2026) reporting the closing of its business combination on July 20, 2026 and related corporate actions. The parties executed Amendment No. 1 to the Business Combination Agreement, which reduces the post-closing New Freenome board from nine to seven directors. New Freenome domesticated as a Delaware corporation, changed its name, adopted a new charter, bylaws and a new Code of Ethics, and announced the first day of Nasdaq trading.

Key Details

• Amendment: Board reduced from 9 to 7 directors effective following the Closing (Amendment No. 1, July 20, 2026).
• Registration rights: New Investor Rights Agreement requires New Freenome to file a resale registration statement within 30 calendar days after the Closing; holders have piggyback and demand registration rights.
• Shares subject to registration: ~65,440,613 shares (about 60.9% of New Freenome’s outstanding shares immediately after the Closing) are subject to registration rights under the Investor Rights and Subscription Agreements.
• Lock-up: Sponsor and certain former Freenome stockholders agreed not to transfer shares (except permitted transfers) for six months after the Closing.
• Equity plans: Board-approved Freenome, Inc. 2026 Equity Incentive Plan (initially 14,773,227 shares reserved; annual automatic increase = 5% of Outstanding Shares each Jan 1, subject to limits) and a 2026 Employee Stock Purchase Plan (initially 2,462,204 shares; annual increases through 2036 subject to formula and caps).
• Other governance protections: New Freenome entered indemnification agreements with directors/officers and purchased D&O insurance.

Why It Matters

• This filing confirms the formal close of the SPAC/business combination and the transition to New Freenome as an operating public company listed on Nasdaq.
• The large block of shares (~60.9%) subject to registration rights could increase publicly tradeable supply once resale registrations become effective—important for investors watching potential share supply and liquidity.
• The six-month lock-up limits insider selling immediately after the close, offering a short-term constraint on insider-driven share supply.
• The new equity incentive and ESPP create potential ongoing dilution as awards are granted and automatic share-reserve increases occur, and they align employee incentives with shareholders.
• Governance changes (board size reduction, new charter/bylaws, indemnification and Code of Ethics) set the legal and oversight framework for New Freenome going forward.