Organization and Business (Policies) |
9 Months Ended |
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Sep. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Business Combination | Business Combination On July 20, 2026, Freenome Holdings, Inc. (“Legacy Freenome”) completed its business combination with Perceptive Capital Solutions Corp. (“PCSC”) (the “Business Combination”). At closing, PCSC domesticated as a Delaware corporation and changed its name to Freenome, Inc. The Business Combination and concurrent private investment in public equity financing (“PIPE Financing”) generated gross proceeds of approximately $310.7 million, consisting of approximately $70.3 million from PCSC’s trust account after redemptions and $240.0 million from the PIPE Financing and $0.4 million cash held by PCSC at closing, before transaction expenses. The Company received net proceeds of approximately $295.5 million. The Business Combination was accounted for as a reverse recapitalization, with Legacy Freenome as the accounting acquirer and PCSC as the acquired company for accounting purposes. Accordingly, the historical financial information presented for periods before the closing reflects Legacy Freenome’s historical financial statements. PCSC’s net assets were recognized at historical cost, and no goodwill or other intangible assets were recorded. All issued and outstanding common stock, redeemable convertible preferred stock, stock awards, warrants, related capital accounts, and per-share amounts of Legacy Freenome for periods before the closing were retrospectively adjusted to reflect the 0.282895 exchange ratio (“Exchange Ratio”). Legacy Freenome’s redeemable convertible preferred stock was retrospectively presented as common stock, and weighted-average shares outstanding and net loss per share were recast accordingly. These adjustments affected shares outstanding, par value, additional paid-in capital, and per-share information but did not affect Legacy Freenome’s historical operating results or cash flows. See Note 10 for additional details.
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| Basis of Presentation | The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the United States generally accepted accounting principles (“U.S. GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim financial information. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codifications (“ASCs”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. |
| Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2025, included herein was derived from the audited consolidated financial statements as of that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented, but are not necessarily indicative of results to be expected for any future annual or interim period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes for the year ended December 31, 2025, included in the proxy statement/prospectus filed with the SEC on June 17, 2026.
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| Use of Estimates | Use of Estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements, the reported amounts of revenue and expenses during the reported periods, and the accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ materially from those estimates. These judgments, estimates and assumptions made by management include, but are not limited to, the determination of: ●fair value of the Company’s common stock prior to the Business Combination, including the valuation inputs used to determine the grant-date fair value of equity awards; ●impairment assessment of goodwill and intangible assets; ●impairment assessment and recoverability of long-lived assets; ●fair value of equity awards, including restricted stock units that vested in connection with the Business Combination, and the related stock-based compensation expense and assumptions; ●stock-based compensation expense and related assumptions; ●income tax uncertainties and valuation allowance for deferred tax assets; ●performance obligations within a contract and the determination of standalone selling price (“SSP”) for each performance obligation; ●fair value of the license option liability under the Roche License and Option Agreement (as defined below) and the amortization of the related discount through conversion of the Roche Convertible Note (as defined below); ●allocation of transaction costs to the equity issued in the Business Combination and the PIPE Financing; and ●fair value of the convertible notes, including remeasurement immediately before conversion.
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| Risk and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biopharmaceutical and diagnostic test industries, including, but not limited to, risks associated with failure or unsatisfactory results of nonclinical and clinical studies, the need for significant capital to fund clinical trials and development of its diagnostic test candidates, dependence on strategic relationships with collaboration partners and key personnel, the ability to develop, secure, and protect proprietary technology rights, compliance with government regulations, the development of technological innovations by competitors, and dependence on third-party service providers. The Company relies on a limited number of third-party manufacturers and service providers, some of whom are sole suppliers or service providers, for a portion of the components, accessories, reagents, materials, and equipment that it uses in its operations. A disruption or interruption in supply from these suppliers, or in the operations of such suppliers, would negatively impact the Company’s business, supply chain, and laboratory operations. The Company’s business and operations may be affected by worldwide economic conditions, which may continue to be impacted by global macroeconomic challenges, such as the effects of the ongoing geopolitical conflicts, tariffs, and uncertainty in the financial markets, including disruptions in the banking industry and inflationary trends.
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| Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Pronouncements In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which excludes from derivative accounting certain contracts whose payments are based on the operations or activities of one of the parties to the contract. The Company early adopted ASU 2025-07 on July 1, 2026 using the prospective transition method. The adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In May 2025, the FASB issued ASU No. 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The standard is required to be applied prospectively. The Company early adopted ASU 2025-03 on July 1, 2026, the beginning of the third quarter of 2026. The adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories. The standard will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027 with early adoption permitted. The guidance should be applied prospectively with the option to apply the standard retrospectively. The Company is currently evaluating the disclosure requirements related to this new standard. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 improves clarity for interim financial reporting requirements under the existing guidance within ASC 270, Interim Reporting. ASU 2025-11 is effective for public entities with annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.
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