Caris Life Sciences Inc美股招股说明书(2025-06-20版)

The public offering price is $21.00 per share. Currently, no public market exists for shares of our common stock. Ourcommon stock has been approved for listing on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CAI.” Immediately following the completion of this offering, David D. Halbert, our Founder, Chairman, and ChiefExecutive Officer, will beneficially own approximately 44.6% of our outstanding shares of common stock, and our existingexecutive officers (including Mr.Halbert), directors, holders of more than 5% of our outstanding capital stock, and theirrespective affiliates will collectively beneficially own approximately 66.2% of our outstanding shares of common stock, ineach case, based on the initial public offering price of $21.00 per share and assuming no exercise by the underwriters of theiroption to purchase additional shares of our common stock. As a result, Mr. Halbert as well as our other existing executiveofficers, directors, and principal shareholders, if acting together, will be able to control all matters submitted to ourshareholders for approval, including the election of directors, amendments to our certificate of formation and bylaws, and theapproval of significant corporate transactions. See “Principal Shareholders” for additional information. At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus,excluding the additional shares that the underwriters have a 30-day option to purchase, for sale, at the initial public offeringprice, to certain individuals identified by management, including certain of our directors, officers, employees, and certain otherparties related to us. See “Underwriting—Reserved Share Program.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to complywith certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Investing in our common stock involves risks that are described in the “Risk Factors”section beginning on page21of this prospectus. (1)We refer you to “Underwriting” for additional information regarding underwriting compensation. The underwriters may also exercise their option to purchase up to an additional 3,529,411 shares of common stockfrom us, at the public offering price, less the underwriting discount, for 30days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Certain entities affiliated with Neuberger Berman Investment Advisers LLC (collectively, “Neuberger Berman”) haveindicated an interest in purchasing up to $75.0 million of shares of our common stock being offered in this offering at the initialpublic offering price and on the same terms as the other purchasers in this offering. However, because indications of interestare not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer, or no shares toNeuberger Berman, and Neuberger Berman could determine to purchase more, fewer, or no shares in this offering. Theunderwriters will receive the same underwriting discounts and commissions on any of our shares of common stock purchasedby Neuberger Berman as they will from any other shares of common stock sold to the public in this offering. The shares will be ready for delivery on or about June20, 2025. BofA SecuritiesTD CowenBTIG CitigroupGoldman Sachs & Co. LLCGuggenheim SecuritiesWolfe | Nomura Alliance J.P. Morgan Evercore ISI The date of this prospectus is June17, 2025. TABLE OF CONTENTS PAGELETTER FROM DAVID DEAN HALBERT, FOUNDER, CHAIRMAN, AND CEOiiiPROSPECTUS SUMMARY1RISK FACTORS21SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS99MARKET AND INDUSTRY DATA101USE OF PROCEEDS102DIVIDEND POLICY103CAPITALIZATION104DILUTION106MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS108BUSINESS135MANAGEMENT210EXECUTIVE COMPENSATION220CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS230PRINCIPAL SHAREHOLDERS234DESCRIPTION OF CAPITAL STOCK237SHARES ELIGIBLE FOR FUTURE SALE245MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OFOUR COMMON STOCK250UNDERWRITING254LEGAL MATTERS265EXPERTS265CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM266WHERE YOU CAN FIND ADDITIONAL INFORMATION267INDEX TO FINANCIAL STATEMENTSF-1 Neither we nor the underwriters have authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses prepared byor on behalf of us or to which we have referred you. We and the underwriters take no responsibility for andcan provide no assurance as to the reliability of, any o