As filed with the Securities and Exchange Commission on February 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERSONALIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-5411038 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
6600 Dumbarton Circle
Fremont, California 94555
(650) 752-1300
(Address of principal executive offices) (Zip code)
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
(Full titles of the plans)
Christopher Hall
President and Chief Executive Officer
Personalis, Inc.
6600 Dumbarton Circle
Fremont, California 94555
(650) 752-1300
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Laura Berezin
Asa Henin
Allison Peth
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is being filed by the Registrant to register 2,524,035 additional shares of Common Stock reserved for issuance under the 2019 Plan and 500,000 additional shares of Common Stock reserved for issuance under the ESPP.
Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2019 (File No. 333-232233), the Registration Statement on Form S-8 filed with the Commission on March 25, 2020 (File No. 333-237386), the Registration Statement on Form S-8 filed with the Commission on May 7, 2020 (File No. 333-238080), the Registration Statement on Form S-8 filed with the Commission on February 25, 2021 (File No. 333-253528), the Registration Statement on Form S-8 filed with the Commission on February 24, 2022 (File No. 333-262998), the Registration Statement on Form S-8 filed with the Commission on February 23, 2023 (File No. 333-269971), and the Registration Statement on Form S-8 filed with the Commission on May 15, 2023 (File No. 333-271940) are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act, and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 28, 2024.
(b) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 from the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 5, 2023.
(b) The description of the Registrant’s Common Stock filed as Exhibit 4.1 which is contained in a registration statement on Form 8-A filed on June 17, 2019 (File No. 001-38943) under the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Commission on February 25, 2021.
(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits.
Incorporation by Reference | ||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | |||||
| 4.1 | Amended and Restated Certificate of Incorporation of Personalis, Inc. | 8-K | 001-38943 | 3.1 | 6/24/2019 | |||||
| 4.2 | Amended and Restated Bylaws of Personalis, Inc. | 8-K | 001-38943 | 3.1 | 10/31/2022 | |||||
| 4.3 | Form of common stock certificate of the Registrant. | S-1/A | 333-231703 | 4.1 | 6/7/2019 | |||||
| 5.1 | Opinion of Cooley LLP. | |||||||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | |||||||||
| 23.2 | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm. | |||||||||
| 23.3 | Consent of Cooley LLP (reference is made to Exhibit 5.1). | |||||||||
| 24.1 | Power of Attorney (reference is made to the signature page hereto). | |||||||||
| 99.1 | Personalis, Inc. 2019 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-231703 | 10.2 | 6/7/2019 | |||||
| 99.2 | Personalis, Inc. 2019 Employee Stock Purchase Plan. | S-1/A | 333-231703 | 10.3 | 6/7/2019 | |||||
| 107 | Filing Fee Table | |||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 28, 2024.
| PERSONALIS, INC. | ||
| By: | /s/ Aaron Tachibana | |
| Aaron Tachibana | ||
| Chief Financial Officer and Chief Operating Officer | ||
| (Principal Financial and Accounting Officer) | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Hall and Aaron Tachibana as his or her true and lawful attorneys-in-fact and agents, with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Name and Signature | Title | Date | ||
/s/ Christopher Hall | President, Chief Executive Officer and Director | February 28, 2024 | ||
| Christopher Hall | (Principal Executive Officer) | |||
/s/ Aaron Tachibana | Chief Financial Officer and Chief Operating Officer | February 28, 2024 | ||
| Aaron Tachibana | (Principal Financial and Accounting Officer) | |||
/s/ A. Blaine Bowman | Director | February 28, 2024 | ||
| A. Blaine Bowman | ||||
/s/ Karin Eastham | Director | February 28, 2024 | ||
| Karin Eastham | ||||
/s/ Kenneth Widder | Director | February 28, 2024 | ||
| Kenneth J. Widder, M.D. | ||||
/s/ Lonnie Shoff | Director | February 28, 2024 | ||
| Lonnie Shoff | ||||
/s/ Olivia Bloom | Director | February 28, 2024 | ||
| Olivia Bloom | ||||
/s/ Woodrow A. Myers, Jr. | Director | February 28, 2024 | ||
| Woodrow A. Myers, Jr., M.D. | ||||
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