Tempus AI, Inc. Files 8-K with Material Agreement

TL;DR

Tempus AI signed a big deal, sold some stock, and filed financials. Keep an eye on this.

AI Summary

On November 4, 2024, Tempus AI, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001193125-24-251239.

Why It Matters

This 8-K filing indicates significant corporate activity for Tempus AI, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 001-42130 — SEC File Number (Identifies the company's filing with the SEC.)
• 47-4903308 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Tempus AI, Inc. (company) — Registrant
• November 4, 2024 (date) — Date of earliest event reported
• 0001193125-24-251239 (document_id) — Accession Number
• Delaware (jurisdiction) — State of incorporation
• 600 West Chicago Avenue, Suite 510 Chicago, Illinois 60654 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — which registered Class A common stock, $0.0001 par value per share TEM The Nasdaq
• $375.0 million — eration for the Acquisition consists of $375.0 million in cash, subject to adjustment for cash
• $5.0 million — g date of the Acquisition. In addition, $5.0 million of the Cash Consideration will be held
• $100.0 million — ich Ares has committed to provide (i) a $100.0 million senior secured revolving credit facilit
• $200.0 million — ans in an aggregate principal amount of $200.0 million (the "Additional Term Loan"). The Compa

Filing Documents

• d907265d8k.htm (8-K) — 36KB
• d907265dex101.htm (EX-10.1) — 605KB
• 0001193125-24-251239.txt ( ) — 914KB
• tem-20241104.xsd (EX-101.SCH) — 3KB
• tem-20241104_lab.xml (EX-101.LAB) — 18KB
• tem-20241104_pre.xml (EX-101.PRE) — 11KB
• d907265d8k_htm.xml (XML) — 4KB

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Current Report are forward-looking statements, including, but not limited to, statements relating to the consummation of the transactions contemplated by the Purchase Agreement and the Commitment Letter. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "going to," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," or "would" or the negative of these words or other similar terms or expressions. The Company cautions you that the foregoing may not include all of the forward-looking statements made in this Current Report. You should not rely on forward-looking statements as predictions of future events. The Company has based the forward-looking statements contained in this Current Report primarily on its current expectations and projections about future events and trends that it believes may affect the Company's business, financial condition, results of operations and prospects. These forward-looking statements are subject to risks and uncertainties, including risks related to the Company's ability to consummate the acquisition of Ambry on the terms described herein or at all, including the ability to obtain the financing contemplated by the Commitment Letter and the ability to obtain certain required regulatory approvals, and, if consummated, to realize the expected benefits of such acquisition, as well as other factors described in the section titled "Risk Factors" in the Company's Form 10-Q for the quarter ended September 30,

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated November 4, 2024, by and among Tempus AI, Inc., REALM IDx, Inc. and Konica Minolta, Inc.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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. Tempus AI, Inc. Dated: November 5, 2024 By: /s/ James Rogers James Rogers Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR