GRAIL, Inc. Files 8-K with Material Agreements & Financials

Ticker: GRAL · Form: 8-K · Filed: Oct 16, 2025 · CIK: 1699031

Sentiment: neutral

Topics: material-agreement, financials, operations

TL;DR

GRAIL dropped an 8-K on 10/16/25 covering big deals and financials.

AI Summary

GRAIL, Inc. filed an 8-K on October 16, 2025, reporting on a material definitive agreement, results of operations, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits, with the company's principal executive offices located at 1525 O'Brien Drive, Menlo Park, CA.

Why It Matters

This 8-K filing provides crucial updates on GRAIL's material agreements and financial performance, offering insights into the company's operational status and potential future developments.

Risk Assessment

Risk Level: medium — The filing contains multiple items including material agreements and financial updates, which can introduce volatility and require careful analysis.

Key Numbers

Key Players & Entities

FAQ

What specific material definitive agreement is reported in this 8-K?

The filing indicates an 'Entry into a Material Definitive Agreement' as an item, but the specific details of the agreement are not provided in the header information.

What are the main topics covered in this 8-K filing?

This 8-K covers 'Entry into a Material Definitive Agreement', 'Results of Operations and Financial Condition', 'Unregistered Sales of Equity Securities', 'Regulation FD Disclosure', and 'Financial Statements and Exhibits'.

When was GRAIL, Inc. incorporated?

GRAIL, Inc. was incorporated in Delaware, as indicated by the filing.

What is the IRS Employer Identification Number for GRAIL, Inc.?

The IRS Employer Identification Number for GRAIL, Inc. is 86-3673636.

Where are GRAIL, Inc.'s principal executive offices located?

GRAIL, Inc.'s principal executive offices are located at 1525 O'Brien Drive, Menlo Park, CA 94025.

Filing Stats: 2,413 words · 10 min read · ~8 pages · Grade level 15.3 · Accepted 2025-10-16 17:02:13

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On October 16, 2025, GRAIL, Inc. (the "Company") entered into a stock purchase agreement (the "Stock Purchase Agreement"), by and among the Company, Samsung C&T Corporation ("Samsung C&T"), Samsung Electronics Singapore Pte. Ltd. ("Samsung Electronics Singapore" and together with Samsung C&T, the "Samsung Investors") and Samsung Electronics Co., Ltd. ("Samsung Electronics"), providing for the issuance and sale by the Company to the Samsung Investors in a private placement of an aggregate of 1,570,308 shares of common stock, par value $0.001 per share (the "Shares"), at a purchase price of $70.05 per share, upon the terms and conditions set forth in the Stock Purchase Agreement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement, including, but not limited to: (i) the satisfaction of certain regulatory approvals or clearances, including with respect to the Committee on Foreign Investment in the United States ("CFIUS"); (ii) the execution of a business collaboration agreement by the Company and Samsung C&T by January 31, 2026 relating to, among other things, Samsung C&T's exclusive right to commercialize the Company's Galleri test, and obligation not to commercialize any other multi-cancer early detection test, in Korea, the funding of such commercialization by Samsung C&T, and a right of first negotiation for commercial rights to Japan and Singapore (iii) the execution of a strategic and operational collaboration agreement, in the form attached to the Stock Purchase Agreement as Exhibit B, by the Company and Samsung Electronics by January 31, 2026, and (iv) certain other customary closing conditions. The business collaboration agreement to be entered into as a condition to closing is subject to the negotiation by the parties of definitive agreements based on the terms out

02

Item 2.02 Results of Operations and Financial Condition. The Company is disclosing certain preliminary financial results as of and for the three months ended September 30, 2025. While the Company has not finalized its full financial results as of and for the quarter ended September 30, 2025, the Company expects to report that for the three months ended September 30, 2025 it generated total US screening revenue of between $32.1 to $33.1 million, total revenue of between $35.7 to $36.7 million and losses from operations of between $123.9 to $126.9 million. In addition, the Company expects to report that it had cash, cash equivalents, restricted cash and short-term marketable securities as of September 30, 2025 of approximately $547 million. The expected increase in screening revenue year over year was driven primarily by increased volumes related to continued ramp in the Company's commercial activity, expansion of the Company's network of ordering providers, additional commercial partnerships and new promotional campaigns, partially offset by an expected decrease in average sale price. The Company expects to report that cash burn continued to improve year to date as the Company grew revenues, improved margins, and recognized savings related to cost optimizations including reduced workforce related to the 2024 restructuring. These amounts are preliminary, have not been subject to review by the Company's independent registered public accounting firm, and are subject to change pending completion of the Company's unaudited financial statements for the quarter ended September 30, 2025. Additional information and disclosures would be required for a more complete understanding of the Company's financial position and results of operations as of and for the quarter ended September 30, 2025. The Company's independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accor

02

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 above is incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

01

Item 7.01 Regulation FD Disclosure. On October 16, 2025, the Company issued a press release entitled "Samsung and GRAIL Announce Strategic Collaboration to Bring GRAIL's Galleri Multi-Cancer Early Detection Test to Asia." A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act or the Securities Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company's preliminary financial results as of and for the three months ended September 30, 2025, receipt of regulatory approvals, the parties entering into definitive agreements, the parties satisfying the conditions for closing of the Private Placement, the registration for resale of the Shares, the use of the proceeds from the Private Placement, and the expected benefits from the agreements between the parties. You can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements use these words or expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect the Company's business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. 10.1 Stock Purchase Agreement, dated as of October 16 , 2025, by and among GRAIL, Inc., Samsung C&T Corporation , Samsung Electronics Singapore Pte., Ltd. and Samsung Electronics Co., Ltd. ^ 99.1 Press Release, dated October 16 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ^ Certain portions of this exhibit have been omitted as the Company has determined that the omitted information is (i) not material and (ii) the type of information that the Company customarily and actually treats as private or confidential.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRAIL, INC. Date: October 16, 2025 By: /s/ Abram Barth Name: Abram Barth Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing