Personalis Announces Investment Agreement with Merck in Latest 8-K Filing

On December 19, 2024, Personalis, Inc. filed an 8-K report detailing a significant Investment Agreement with Merck Sharp & Dohme LLC. The agreement outlines Merck’s commitment to purchase 14,044,943 shares of Personalis common stock at a price of $3.56 per share, totaling approximately $50.0 million. The transaction is expected to close around December 19, 2024.

A notable component of the Investment Agreement is the allocation of $10.0 million from the proceeds for establishing an ISO-certified laboratory in a location mutually agreed upon by Personalis and Merck. Additionally, Merck has agreed to certain standstill restrictions during the Investor Rights Period, contingent on their ownership percentage of Personalis shares.

The agreement also entails provisions for Merck’s voting commitments, barring transfer of shares to third parties for a specified period, and granting Merck participation rights in future equity offerings. Moreover, Personalis agreed to file a registration statement with the SEC to register the Shares for resale within 30 calendar days of the initial sale.

In another development, Personalis entered into an Amendment with Tempus AI, Inc., authorizing Tempus to market and sell the Company’s NeXT Personal® to its pharmaceutical and biotechnology clientele. Additionally, a Statement of Work was established with ModernaTX, Inc., extending services for the V940/mRNA-4157 clinical development program for up to ten years following specific volume commitments.

The 8-K filing concludes with details on the exemption of the Shares sale and issuance from registration under the Securities Act of 1933 and lists the exhibits related to the agreements. Investors are advised that the representations, warranties, and covenants are intended to allocate risk and may not depict the current state of affairs accurately.

These key developments highlight the strategic partnerships and agreements Personalis is forging to further its market presence and strengthen its offerings in the biotechnology sector.

Investors are encouraged to refer to the full text of the Investment Agreement and related documentation included in the filing for a comprehensive understanding of the transactions.

For more information, interested parties can access the official 8-K filing on the SEC’s website.

Please note that this summary is not exhaustive, and investors are advised to conduct their own due diligence before making any investment decisions.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Personalis’s 8K filing here.

Personalis Company Profile

Personalis, Inc develops and markets advanced cancer genomic tests and analytics primarily in the United States, Europe, and the Asia-Pacific. Its tests and analytics are used by pharmaceutical companies for translational research, biomarker discovery, and development of personalized cancer therapies, as well as advanced tests are used by physicians to detect cancer recurrence, monitor cancer evolution, and uncover insights for therapy selection.