Freenome Inc美股招股说明书(2026-08-27版)

75,188,742 Shares of Common Stock by the SellingSecurityholders This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the“Selling Securityholders”) of up to 75,188,742 shares of common stock, par value $0.0001 per share (the “Common Stock”) ofFreenome, Inc. (the “Company”) consisting of (i) up to 24,000,000 shares of Common Stock (the “PIPE Shares”) issued in aprivate placement pursuant to subscription agreements entered into on December5, 2025 (the “PIPE Financing”), (ii) up to2,442,500 shares of Common Stock issued to the Sponsor (as defined below) and certain initial shareholders of PCSC (as definedbelow) in connection with the Business Combination (as defined below), (iii) up to 35,293,508 shares of Common Stock issued tocertain equity holders of Freenome Holdings, Inc. (“Freenome Holdings”) pursuant to the Business Combination, (iv) up to2,756,315 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $0.43 to $18.24 pershare (the “Former Employee Options”) held by certain Selling Securityholders who are former employees of Freenome Holdings,(v) up to 2,332,119 shares of Common Stock issuable upon exercise of stock options at exercise prices ranging from $2.83 to$14.00 per share (the “Affiliate Options,” and together with the Former Employee Options, the “Options”) held by certain SellingSecurityholders, issued to certain equity holders of Freenome Holdings in connection with the Business Combination, (vi) up to1,889,681 shares of Common Stock issuable upon vesting and settlement of restricted stock units (the “RSUs”) held by certainSelling Securityholders, issued to certain equity holders of Freenome Holdings in connection with the Business Combination, (vii)6,460,616 shares of Common Stock issued to Roche (as defined below) pursuant to conversion of the Roche Convertible Note(asdefined below) upon the closing of the Business Combination, and (viii) up to 14,003 shares of Common Stock that may be issuedupon exercise of the Private Warrant (as defined below). We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders pursuant to thisprospectus, except with respect to amounts received by us upon exercise of the Options and the Private Warrant to the extent suchOptions and Private Warrant are exercised for cash. However, we will pay the expenses, other than underwriting discounts andcommissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale ofsecurities pursuant to this prospectus. We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted.Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue,offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer andsell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on theSelling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is providedunder “Selling Securityholders” and “Plan of Distribution” in this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “FRNM”. On August26, 2026, the closing priceof our Common Stock was $14.09 per share. We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject tocertain reduced public company reporting requirements. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page11of thisprospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued underthis prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is August27, 2026. TABLE OF CONTENTS PageMARKET AND INDUSTRY DATAiINTRODUCTORY NOTE AND FREQUENTLY USED TERMSiiABOUT THIS PROSPECTUSivPROSPECTUS SUMMARY1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10RISK FACTORS11USE OF PROCEEDS60DETERMINATION OF OFFERING PRICE61DIVIDEND POLICY62MARKET INFORMATION63UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION64BUSINESS75MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS105CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS117MANAGEMENT121EXECUTIVE COMPENSATION127DIRECTOR COMPENSATION136DESCRIPTION OF CAPITAL STOCK138SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES141PRINCIPAL STOCKHOLDERS143SELLING SECURITYHOLDERS145PLAN OF DISTRIBU