| (1) | Pursuant to Rule 416 under
the Securities Act of 1933, as amended, this registration statement also covers
such an indeterminate amount of shares of common stock, par value $0.0001 per
share (“Common Stock”) of Freenome, Inc. (the “Company”) as may become issuable
to prevent dilution resulting from stock splits, stock dividends and similar
events.
Consists of (i) up to
24,000,000 shares of Common Stock issued in a private placement pursuant to
subscription agreements entered into on December 5, 2025, (ii) up to 2,442,500
shares of Common Stock issued to the Sponsor and certain initial shareholders
of PCSC in connection with the Business Combination (as defined below), (iii)
up to 35,293,508 shares of Common Stock issued to certain equity holders of
Freenome Holdings, Inc. pursuant to the Business Combination, (iv) up to
2,756,315 shares of Common Stock issuable upon exercise of stock options at
exercise prices ranging from $0.43 to $18.24 per share held by certain Selling
Securityholders who are former employees of Freenome Holdings, (v) up to
2,332,119 shares of Common Stock issuable upon exercise of stock options at
exercise prices ranging from $2.83 to $14.00 per share held by certain Selling
Securityholders, issued to certain equity holders of Freenome Holdings in
connection with the Business Combination, (vi) up to 1,889,681 shares of Common
Stock issuable upon vesting and settlement of restricted stock units held by
certain Selling Securityholders, issued to certain equity holders of Freenome
Holdings in connection with the Business Combination, (vii) 6,460,616 shares of
Common Stock issued to Roche pursuant to conversion of the Roche Convertible
Note upon the closing of the Business Combination, and (viii) up to 14,003
shares of Common Stock that may be issued upon exercise of the Private Warrant.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Registration Statement on Form S-1.
Calculated pursuant to Rule
457(c), solely for the purpose of computing the amount of the registration fee,
on the basis of the average of the high and low prices of the Company’s Common
Stock quoted on The Nasdaq Global Market on August 13, 2026. |