Item 8.01 Other Information.
On August 11, 2020, Personalis, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting
Agreement) with BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC, as representatives of the several underwriters (the Underwriters), and a certain stockholder of the Company (the Selling
Stockholder) relating to the offering and sale (the Offering) of up to 7,565,789 shares of the Companys common stock, par value $0.0001 per share (the Shares), which includes 6,578,947 Shares to be sold by the
Company and up to 986,842 Shares that may be sold by the Selling Stockholder upon exercise of a 30-day option to purchase such additional Shares on the same terms and conditions. The Offering is scheduled to
close on August 14, 2020, subject to the satisfaction of customary closing conditions. The Shares are listed on the Nasdaq Global Market.
The Offering is being made pursuant to the Companys effective shelf registration statement on
Form S-3 (Registration No. 333-239649) filed with the Securities and Exchange Commission (the SEC) on July 2, 2020, and declared effective on July 10, 2020. The
Company filed with the SEC a preliminary prospectus supplement, dated August 11, 2020, and a final prospectus supplement, dated August 11, 2020, relating to the offer and sale of the Shares.
BofA Securities, Inc., Citigroup Global Markets Inc., and Cowen and Company, LLC are acting as joint book-running managers. BTIG, LLC,
Needham & Company, LLC, and Oppenheimer & Co. Inc. are acting as co-managers.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and the Selling Stockholder,
customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder, and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and
termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and
may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 hereto. The
foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the Shares in the Offering is attached as Exhibit 5.1 hereto.