GRAIL, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

GRAIL filed an 8-K for a material agreement and equity sales on Oct 18th.

AI Summary

GRAIL, Inc. filed an 8-K on October 20, 2025, reporting on events that occurred on October 18, 2025. The filing indicates an entry into a material definitive agreement and unregistered sales of equity securities. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate activity for GRAIL, Inc., potentially involving new partnerships or financing through equity sales, which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered equity sales, which can indicate significant business changes or financing activities that carry inherent risks.

Key Numbers

• 001-42045 — SEC File Number (Identifies GRAIL, Inc.'s filing with the SEC.)
• 86-3673636 — IRS Employer Identification No. (Tax identification number for GRAIL, Inc.)

Key Players & Entities

• GRAIL, Inc. (company) — Registrant
• October 18, 2025 (date) — Earliest event date
• October 20, 2025 (date) — Filing date
• 1525 O'Brien Drive (location) — Principal Executive Offices
• Menlo Park, California (location) — Principal Executive Offices City and State

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share GRAL The Nasdaq Global Select
• $70.05 — e "Pre-Funded Warrants"), at a price of $70.05 per Share (or per Pre-Funded Warrants i
• $325.0 m — gregate gross proceeds of approximately $325.0 million, before deducting private placeme

Filing Documents

• gral-20251018.htm (8-K) — 37KB
• exhibit41-8xk.htm (EX-4.1) — 117KB
• exhibit101-8xk.htm (EX-10.1) — 1954KB
• exhibit102-8xk.htm (EX-10.2) — 963KB
• exhibit991-8xk.htm (EX-99.1) — 10KB
• graillogoa.jpg (GRAPHIC) — 12KB
• 0001628280-25-045532.txt ( ) — 3419KB
• gral-20251018.xsd (EX-101.SCH) — 2KB
• gral-20251018_lab.xml (EX-101.LAB) — 22KB
• gral-20251018_pre.xml (EX-101.PRE) — 13KB
• gral-20251018_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2025, GRAIL, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Investors"), pursuant to which the Company agreed to sell securities to the Investors in a private placement (the "Private Placement"). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of 4,639,543 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), or, for certain investors in lieu of Common Stock, prefunded warrants to purchase shares of Common Stock, with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), at a price of $70.05 per Share (or per Pre-Funded Warrants in lieu thereof, less the nominal exercise price of $0.001 per share) for aggregate gross proceeds of approximately $325.0 million, before deducting private placement expenses. The closing of the Private Placement is expected to occur on October 21, 2025 (the "Closing Date"). The Pre-Funded Warrants are immediately exercisable until exercised in full, subject to the Beneficial Ownership Limitation (as described below). The Pre-Funded Warrants include cashless exercise rights. Under the terms of the Pre-Funded Warrants, a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder's affiliates) would exceed 4.99% or 9.99%, as applicable (unless an Investor shall have elected otherwise), of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder's election upon 61 days'

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01

Item 9.01 Exhibits. (d) Exhibits. 4.1 Form of Pre-Funded Warrant 10.1* Securities Purchase Agreement, dated as of October 18, 2025, by and among GRAIL, Inc. and the Investors named therein 10.2* Registration Rights Agreement, dated as of October 18, 2025, by and among GRAIL, Inc. and the Investors named therein 99.1 Press Release, dated October 20, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.

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 20, 2025 By: /s/ Abram Barth Name: Abram Barth Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR