Amendment: SEC Form SCHEDULE 13D/A filed by Tempus AI Inc.
$TEM
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Personalis, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
71535D106 (CUSIP Number) |
Andrew Polovin 600 West Chicago Avenue, Suite 510, Chicago, IL, 60654 (800) 976-5448 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 71535D106 |
| 1 |
Name of reporting person
Tempus AI, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,718,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 71535D106 |
| 1 |
Name of reporting person
Eric Lefkofsky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,868,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Personalis, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6600 Dumbarton Circle, Fremont,
CALIFORNIA
, 94555. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "Commission") on July 3, 2024 (as amended to date, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Personalis, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On August 16, 2024, pursuant to the terms of the Investment Agreement, Tempus (i) exercised the Warrants to acquire 9,218,800 shares of Common Stock for an aggregate exercise price of $18,437,600, and (ii) purchased 3,500,000 shares of Common Stock from the Issuer at a price of $5.07 per share. Tempus funded the exercise of the Warrants and the purchase of the shares of Common Stock using funds from its working capital. | ||
| Item 4. | Purpose of Transaction | |
On September 11, 2025, the Issuer and Tempus entered into an amendment (the "Commercialization Agreement Amendment No. 5") to the Commercialization and Reference Laboratory Agreement, dated November 25, 2023, by and between the Issuer and Tempus (as amended, the "Commercialization Agreement"), pursuant to which the parties amended the existing standstill in Section 1(e) of the Commercialization Agreement to allow Tempus to acquire shares of Common Stock in open market purchases so long as (i) Tempus and its affiliates do not beneficially own more than 19.99% of the Common Stock outstanding as a result of any such acquisition and (ii) Tempus is not in breach of any provision of Section 1(e) of the Commercialization Agreement.
The foregoing description of the Commercialization Agreement Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover pages is incorporated by reference to this Item 5.
The ownership percentage presented herein is based on 88,677,062 shares of Common Stock outstanding as of July 29, 2025 as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the SEC on August 5, 2025. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
The securities reported herein represent shares of Common Stock held of record by Tempus. Mr. Lefkofsky is the controlling stockholder of Tempus and as such, may be deemed to have beneficial ownership of the securities held of record by Tempus.
In addition, Mr. Lefkofsky is the record holder of 150,000 shares of Common Stock. | |
| (c) | Except as described in Item 4, during the past 60 days, none of the Reporting Persons nor Related Persons has effected any transactions with respect to the Common Stock. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 above summarizes certain provisions of the Commercialization Agreement Amendment No. 5 and is incorporated herein by reference. A copy of the Commercialization Agreement Amendment No. 5 is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference.
Except as set forth in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 7: Amendment No. 5 to the Commercialization and Reference Laboratory Agreement, dated September 11, 2025, by and between Personalis, Inc. and Tempus AI, Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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