Form 4: Sixth Street Entities Convert Preferred Stock and Warrants to Common Shares Ahead of Caris Life Sciences IPO

TSSP Sub-Fund HoldCo LLC and Alan Waxman reported the conversion of preferred stock and warrants into over 24 million common shares of Caris Life Sciences, Inc. in connection with the company's initial public offering.

Summary

• TSSP Sub-Fund HoldCo LLC and Alan Waxman, identified as former 10% owners, reported changes in their beneficial ownership of Caris Life Sciences, Inc. common stock.
• The transactions, dated June 20, 2025, involved the conversion of Series C Preferred Stock and Series D Preferred Stock, and the cashless exercise of 2018 Warrants and 2020 Warrants into common stock.
• These conversions and exercises occurred immediately prior to and in connection with the closing of Caris Life Sciences, Inc.'s initial public offering (IPO).
• A total of 24,385,399 shares of common stock were acquired through these transactions by various entities managed by TSSP Sub-Fund HoldCo LLC, including Barnett Equity Holdings, LLC, TOP III Barnett Investments, LLC, TAO Barnett Investments LLC, Barnett Equity Holdings II, LLC, and Sixth Street Specialty Lending, Inc.
• Series C Preferred Stock converted at a rate of 0.25 shares of common stock per preferred share, with adjustments made pursuant to the Issuer's amended and restated certificate of formation.
• Series D Preferred Stock also converted at a rate of 0.25 shares of common stock per preferred share, with adjustments made pursuant to the Issuer's amended and restated certificate of formation.
• The 2018 Warrants were exercisable into Series C Preferred Stock at $1.61 per share or Common Stock at $6.44 per share, and were exercised on a cashless basis.
• The 2020 Warrants were exercisable into Series C Preferred Stock at $1.93 per share or Common Stock at $7.73 per share, and were also exercised on a cashless basis.

Sentiment

Score: 8

Explanation: The sentiment is highly positive as the document reports transactions directly related to the company's Initial Public Offering (IPO), which is a major positive milestone for any company, indicating growth, market validation, and access to significant capital.

Positives

• The reported transactions are directly linked to Caris Life Sciences, Inc.'s Initial Public Offering (IPO), which is a significant positive milestone for the company, indicating growth and access to public capital markets.
• The conversion of preferred stock and warrants into common stock simplifies the company's capital structure, which can enhance transparency and liquidity for investors.

Future Outlook

The document indicates the successful completion or imminent closing of Caris Life Sciences, Inc.'s initial public offering (IPO), a significant step for the company's future. It also notes the future expiration dates for the 2018 Warrants (September 20, 2025) and 2020 Warrants (April 2, 2027), although these specific warrants were exercised prior to the IPO.

Industry Context

The completion of an IPO is a common and significant event for growth-oriented companies, particularly in the life sciences sector, as it provides access to public capital markets for funding research, development, and expansion. The conversion of preferred stock and warrants is a standard pre-IPO capital restructuring process.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing preferred shareholders and warrant holders have converted their holdings into common stock, aligning their interests with public common shareholders. New public shareholders will acquire common stock as part of the IPO.
• Company: The IPO provides Caris Life Sciences, Inc. with significant capital for future operations, growth, and strategic initiatives.

Next Steps

• The completion of the Initial Public Offering (IPO) for Caris Life Sciences, Inc. is the immediate next step implied by these pre-IPO transactions.

Key Dates

Keywords

Caris Life Sciences, CAI, SEC Form 4, beneficial ownership, preferred stock conversion, warrants exercise, IPO, initial public offering, common stock, Sixth Street Partners, TSSP Sub-Fund HoldCo, Alan Waxman, capital structure