On October 6, 2026 Personalis, Inc., a Delaware corporation ("Personalis" or the "Company"), reported to have entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tempus AI, Inc., a Nevada corporation ("Tempus" or "Parent"), Aviary Development, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub I"), and Toucan Development, LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of Parent ("Merger Sub II"). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into the Company (the "First Merger"), with the Company surviving the First Merger as a direct, wholly owned subsidiary of Parent, and immediately thereafter, the Company will merge with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub II surviving as a direct, wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. In connection with the Merger Agreement, Tempus filed with the U.S. Securities and Exchange Commission (the "SEC") a preliminary Registration Statement on Form S-4 on August 31, 2026 and Amendment No. 1 thereto on October 2, 2026, each of which includes a proxy statement of the Company and a prospectus of Tempus.
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Expiration of HSR Waiting Period
Consummation of the Mergers is subject to customary closing conditions, including, but not limited to, the expiration or early termination of the waiting period applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder (the "HSR Act"). Pursuant to the Merger Agreement, the Company and Parent each filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission with respect to the Mergers on July 31, 2026. On August 31, 2026, Parent voluntarily withdrew its Notification and Report Form, and Parent refiled its Notification and Report Form on September 2, 2026, which started a new statutory thirty (30)-day waiting period under the HSR Act. The waiting period applicable to the Mergers under the HSR Act expired at 11:59 p.m., Eastern time, on October 2, 2026.
The closing of the Mergers is subject to receipt of the Company Stockholder Approval at the Company Stockholders Meeting and satisfaction or waiver of the other closing conditions specified in the Merger Agreement. The Company Stockholders Meeting to consider and vote on, among other matters, the adoption of the Merger Agreement will be held virtually on a date and at a time to be determined and announced.
(Press release, Personalis, OCT 6, 2026, View Source [SID1234673218])