SCHEDULE: RA Capital Management Amends Freenome Stake

RA Capital Management, L.P. and associated entities have filed an amendment to their Schedule 13D, reporting their beneficial ownership of Freenome, Inc. common stock following a business combination and PIPE financing.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the Reporting Persons) have filed an amendment to their Schedule 13D regarding their holdings in Freenome, Inc.
• The filing details the beneficial ownership of Freenome, Inc. common stock by the Reporting Persons following the closing of a business combination and a PIPE financing on July 20, 2026.
• The Reporting Persons collectively beneficially own 14.3% of Freenome, Inc.'s outstanding common stock, totaling 15,367,270 shares.
• This ownership includes shares held by RA Capital Healthcare Fund, L.P. (12,230,122 shares), RA Capital Nexus Fund, L.P. (970,950 shares), RA Capital Nexus Fund II, L.P. (553,703 shares), RA Capital Nexus Fund III, L.P. (908,103 shares), and a separately managed account (367,427 shares).
• The total investment for these shares acquired through the business combination and PIPE financing was approximately $271.55 million ($218.99 million for business combination equity interests and $52.55 million for PIPE financing).
• The Reporting Persons acquired these shares for investment purposes and do not intend to change the control of Freenome, Inc.
• An Investor Rights Agreement was entered into, which includes provisions for a Resale Registration Statement and customary registration rights.
• A Lock-Up Agreement was also entered into, restricting the transfer of shares for six months after the Closing Date, with certain exceptions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily reflecting post-transaction ownership adjustments and standard reporting requirements rather than new strategic developments or performance indicators.

Positives

• RA Capital Management and its affiliates have a significant investment in Freenome, Inc., indicating confidence in the company's prospects.
• The company has successfully closed a business combination and a PIPE financing, providing capital and potentially enhancing its financial position.
• The Reporting Persons have secured registration rights and demand registration rights, which can facilitate future liquidity for their investment.
• Peter Kolchinsky serves as a director of Freenome, Inc., suggesting active engagement and oversight from a key investor.

Negatives

• The total investment of approximately $271.55 million represents a substantial capital outlay by the Reporting Persons.
• The Lock-Up Agreement restricts the sale of shares for six months, limiting immediate liquidity for the Reporting Persons.
• The filing is an amendment to a previous filing, indicating ongoing changes or updates to ownership and reporting requirements.

Risks

• The Reporting Persons may acquire additional equity or debt securities, or dispose of existing securities, which could impact market dynamics.
• Future communications with Freenome, Inc. management and board could lead to discussions about strategic changes, potential business combinations, or dispositions.
• The Reporting Persons reserve the right to change their investment purpose and formulate new plans regarding Freenome, Inc. at any time.

Future Outlook

The Reporting Persons may acquire or dispose of additional securities, and may engage in communications with the Issuer regarding its operations, strategic direction, governance, capitalization, and potential business combinations or dispositions. They reserve the right to change their investment purpose and formulate new plans at any time.

Management Comments

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. are collectively referred to as the 'Reporting Persons'.
• RA Capital serves as investment adviser for several funds and may be deemed a beneficial owner of securities held by these funds.
• Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners of securities beneficially owned by RA Capital.
• Each of the Fund, the Nexus Fund, the Nexus Fund II and the Nexus Fund III has delegated to RA Capital the sole power to vote and dispose of all securities held in its portfolio.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment reflects significant post-transaction ownership adjustments by a major investment firm in the biotechnology sector, following a business combination and capital raise. Such filings are common as investment funds consolidate positions after major corporate events.

Comparison to Industry Standards

• The ownership stake of 14.3% by RA Capital Management is substantial for a single institutional investor in the biotechnology sector, often indicating a significant influence or strategic interest.
• The total investment of over $271 million in a single company aligns with the capital deployment strategies of large, specialized healthcare and life sciences investment funds like RA Capital.
• The inclusion of registration rights and a lock-up period are standard provisions in such transactions, balancing the need for investor liquidity with the company's stability post-combination.

Corporate Governance

Stakeholder Impact

• Shareholders: The Investor Rights Agreement provides potential for future share liquidity, while the Lock-Up Agreement imposes short-term restrictions.
• Management and Board: May engage in discussions with RA Capital regarding strategic direction and governance.
• Investors: The filing provides transparency on significant ownership stakes and post-transaction arrangements.

Next Steps

• Freenome, Inc. will file a registration statement registering the resale of certain shares of Common Stock held by the parties to the Investor Rights Agreement within 30 calendar days following the Closing Date.
• The Issuer will use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after filing.
• The Reporting Persons may engage in communications with Freenome, Inc. regarding its operations, strategic direction, governance, capitalization, and potential business combinations or dispositions.

Key Dates

Keywords

Freenome, RA Capital Management, Schedule 13D, Beneficial Ownership, Business Combination, PIPE Financing, Investor Rights Agreement, Lock-Up Agreement