Personalis (PSNL) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2020

Personalis, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38943	27-5411038
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1330 O’Brien Drive Menlo Park, California 94025		94025
(Address of Principal Executive Offices)		(Zip Code)

(650) 752-1300

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check 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 (see General Instructions A.2. below):

☐ 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(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PSNL	The Nasdaq Global Market

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  ☒

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 8.01 Other Information.

On August 11, 2020, Personalis, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC, as representatives of the several underwriters (the “Underwriters”), and a certain stockholder of the Company (the “Selling Stockholder”) relating to the offering and sale (the “Offering”) of up to 7,565,789 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), which includes 6,578,947 Shares to be sold by the Company and up to 986,842 Shares that may be sold by the Selling Stockholder upon exercise of a 30-day option to purchase such additional Shares on the same terms and conditions. The Offering is scheduled to close on August 14, 2020, subject to the satisfaction of customary closing conditions. The Shares are listed on the Nasdaq Global Market.

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-239649) filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2020, and declared effective on July 10, 2020. The Company filed with the SEC a preliminary prospectus supplement, dated August 11, 2020, and a final prospectus supplement, dated August 11, 2020, relating to the offer and sale of the Shares.

BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC are acting as joint book-running managers. BTIG, LLC, Needham & Company, LLC, and Oppenheimer & Co. Inc. are acting as co-managers.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder, and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the Shares in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
1.1	Underwriting Agreement, dated August  11, 2020, by and among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC, as representatives of the several underwriters named on Schedule II thereto, and a certain stockholder of the Company named on Schedule I thereto.
5.1	Opinion of Cooley LLP
23.1	Consent of Cooley LLP (contained in Exhibit 5.1)

SIGNATURES

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 thereunto duly authorized.

Date: August 12, 2020	Personalis, Inc.
	By:	/s/ Aaron Tachibana
		Aaron Tachibana
		Chief Financial Officer