UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~ August 2012, 2025

~~Caris~~CARIS ~~Life~~LIFE ~~Sciences~~SCIENCES, ~~Inc~~ INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Texas

001-42706

85-2077369

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Texas	001-42706	85-2077369
750 W. John Carpenter Freeway Suite 800 Irving, TX			75039
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(Address of principal executive offices)			(Zip Code)

750 W. John Carpenter Freeway, Suite 800

Irving, TX 75039

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (866) 771-8946

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Applicable

¨(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~_______________________________

¨Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions :

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol~~

~~Name of each exchange on which registered~~

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

CAI

The Nasdaq Stock Market LLC

Common Stock, $0.001 par value

CAI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x ☒

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 13(a) of the Exchange Act. ¨ ☐

Item 52.0302 Results ~~Amendments to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

On ~~June~~August 2012, 2025, ~~the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of~~ Caris Life Sciences, Inc. (the “Company”), ~~filed~~issued ~~with~~a ~~the~~press ~~Secretary~~release ~~of State~~announcing ofits ~~the~~financial ~~State~~results offor ~~Texas on June 10, 2025, and~~ the ~~Amended~~quarter ~~and~~ended ~~Restated~~June ~~Bylaws of the Company (the “Bylaws”) each became effective~~30, in2025. ~~connection~~A ~~with~~copy ~~the closing~~ of the ~~initial public offering of shares of the~~ Company’s ~~common~~press ~~stock,~~release ~~par~~is ~~value $0.001~~furnished ~~per~~as ~~share~~Exhibit ~~(the “Common Stock”)~~99.1 ~~As described in the final prospectus, dated June 17, 2025 (the “Prospectus”), relating~~ to ~~the~~this ~~Registration~~Current ~~Statement~~Report on Form ~~S-1~~ ~~(File No. 333~~8-~~287551),~~K ~~as amended,~~ and ~~filed~~is ~~with~~incorporated ~~the~~by ~~Securities~~reference ~~and~~herein ~~Exchange Commission~~solely onfor ~~June 20,~~purposes ~~2025 pursuant to Rule 424(b) under the Securities Act~~ of ~~1933,~~this asItem amended, the Company’s board of directors and shareholders previously approved the amendment and restatement of these documents to be effective upon the completion of the Company’s initial public offering2.02 ~~A description of certain provisions of the Certificate of Formation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus~~disclosure.

The ~~foregoing~~information ~~description~~in ofthis ~~the~~Current ~~Certificate~~Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of ~~Formation~~Section ~~and~~18 of the ~~Bylaws is~~Securities ~~qualified~~Exchange inAct ~~its~~of ~~entirety~~1934, byas ~~reference~~amended to (1the “Exchange Act”) , or otherwise subject to the ~~Certificate~~liabilities of ~~Formation~~that ~~filed~~section, asnor ~~Exhibit 3.1~~shall ~~hereto~~it ~~and~~be ~~(2)~~ deemed incorporated by reference in any filing under the ~~Bylaws filed~~Securities Act of 1933, as ~~Exhibit 3.2~~amended, ~~hereto~~or the Exchange Act, ~~each~~except ofas ~~which~~expressly isset ~~incorporated~~forth ~~herein~~in bysuch ~~reference~~filing.

Item 89.01 Financial ~~Other~~Statements ~~Events~~and Exhibits.

On(d) ~~June 20,~~Exhibits 2025, the Company completed its initial public offering of an aggregate of 23,529,412 shares of Common Stock at a price to the public of $21.00 per share. The gross proceeds to the Company from the initial public offering were $494.1 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Press Release issued August 12, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) The following exhibits are being filed herewith:~~SIGNATURES

Exhibit No.		Description
3.1		Amended and Restated Certificate of Formation of Caris Life Sciences, Inc.
3.2		Amended and Restated Bylaws of Caris Life Sciences, Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES


Date: August 12, 2025

	CARIS LIFE SCIENCES, INC.

	By:	/s/ Luke Power
	Name:	Luke Power
	Title:	Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARIS LIFE SCIENCES, INC.
Date: June 20, 2025	By:	/s/ Luke Power
		Luke Power
		Senior Vice President, Chief Financial Officer, and Chief Accounting Officer

Filing Compare · Caris Life Sciences, Inc.