Recapitalization |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Reverse Recapitalization [Abstract] | |
| Recapitalization | Recapitalization On July 20, 2026, PCSC consummated the Business Combination and PIPE Financing (see Note 1), and Legacy Freenome received net proceeds of $295.5 million, after deducting $15.2 million of transaction fees paid at closing. The cash consideration was comprised of $70.3 million in proceeds from issuance of common stock upon the closing of the Business Combination, representing cash released from PCSC’s trust account after redemptions, $0.4 million cash held by PCSC at closing, and $240.0 million in proceeds from the PIPE Financing, in which investors purchased 24,000,000 shares of the Company’s common stock at a purchase price of $10.00 per share. In connection with the Business Combination, PCSC domesticated from the Cayman Islands to the State of Delaware and changed its name to Freenome, Inc., and through a series of merger transactions Legacy Freenome became a wholly owned subsidiary of the Company. The Company incurred total transaction costs of $25.7 million, consisting of legal, accounting, advisory and other professional services directly related to the Business Combination and PIPE Financing, of which $15.2 million was paid at closing and $10.5 million was incurred directly by Legacy Freenome. All transaction costs were recorded as a reduction of additional paid-in capital in the unaudited condensed consolidated balance sheet. Net cash received in the Business Combination, including cash acquired from PCSC, was approximately $295.5 million. Legacy Freenome was deemed the accounting acquirer in the Business Combination and the Business Combination was accounted for as a reverse recapitalization based on the following predominant factors: •Legacy Freenome’s stockholders have the greatest voting interest in the Company, holding approximately 63% of the Company’s common stock outstanding immediately following the closing; •The Company’s board and senior management are primarily composed of individuals associated with Legacy Freenome; and •Legacy Freenome is the larger entity based on historical operating activity and has the larger employee base at the time of the Business Combination, and its operations comprise the only ongoing operations of the Company. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy Freenome issuing stock for the net assets of PCSC, accompanied by a recapitalization. PCSC had 8,920,769 shares of common stock outstanding prior to the Business Combination, consisting of 6,478,269 public shares remaining after redemptions and 2,442,500 shares held by its sponsor, and issued 24,000,000 shares of the Company’s common stock in connection with the PIPE Financing, representing the total of 32,920,769 shares issued by Legacy Freenome in the reverse recapitalization. The net assets of PCSC are stated at historical cost, with no goodwill or other intangible assets recorded. Immediately following the closing, 107,446,814 shares of the Company’s common stock were outstanding, consisting of 68,065,429 shares held by former Legacy Freenome equity holders, the 32,920,769 shares described above, and 6,460,616 shares issued upon conversion of the Roche Convertible Note. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination, (i) each share of redeemable convertible preferred stock of Legacy Freenome (on an as converted to common stock basis; see Note 9) and each share of common stock of Legacy Freenome, whether vested or unvested, was converted into 0.282895 shares of the Company’s common stock and (ii) each outstanding option to purchase common stock and each restricted stock unit of Legacy Freenome was converted into an option to purchase, or a restricted stock unit settleable in, shares of the Company’s common stock based on the Exchange Ratio, with corresponding adjustments to the exercise price of options. Immediately prior to the closing, outstanding warrants to purchase 428,560 shares of Legacy Freenome common stock at $0.01 per share were exercised, resulting in 121,237 shares of the Company’s common stock after giving effect to the Exchange Ratio.
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