SEC Form 4 · accession 0001231919-26-000783
Freenome, Inc. · FRNM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RA Capital Healthcare Fund LP
Director · 10% Owner
RA CAPITAL MANAGEMENT, L.P.
Director · 10% Owner
Peter Kolchinsky
Director · 10% Owner
Rajeev M. Shah
Director · 10% Owner
RA Capital Nexus Fund, L.P.
Director
RA Capital Nexus Fund II, L.P.
Director
RA Capital Nexus Fund III, L.P.
Director
Period of report
Jul 20, 2026
Accepted (ET)
Jul 22, 2026 · 5:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002017526
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jul 20, 2026 | A | 6,561,711 | — | A | 7,311,711 | I | See footnotes |
| Common StockF1,F5,F3,F6 | Jul 20, 2026 | A | 970,950 | — | A | 970,950 | I | See footnotes |
| Common StockF1,F7,F3,F8 | Jul 20, 2026 | A | 553,703 | — | A | 553,703 | I | See footnotes |
| Common StockF1,F9,F3,F10 | Jul 20, 2026 | A | 908,103 | — | A | 908,103 | I | See footnotes |
| Common StockF1,F11,F3,F12 | Jul 20, 2026 | A | 367,427 | — | A | 367,427 | I | See footnotes |
| Common StockF3,F4 | Jul 20, 2026 | A | 4,918,411 | $10.00 | A | 12,230,122 | I | See footnotes |
| Common StockF3,F10 | Jul 20, 2026 | A | 336,965 | $10.00 | A | 1,245,068 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received on July 20, 2026 pursuant to the Business Combination Agreement, dated December 5, 2025 and amended on July 20, 2026 by and among the Issuer, StarNet Merger Sub I, Corp., a wholly-owned subsidiary of the Issuer, StarNet Merger Sub II, LLC, a wholly-owned subsidiary of the Issuer, and Freenome Holdings, Inc. ("Old Freenome") (the "Business Combination").
- F10Held directly by Nexus Fund III.
- F11Received in the Business Combination in exchange for 873,834 shares of Series B Preferred Stock and 424,978 shares of Series C Preferred Stock of Old Freenome.
- F12Held directly by the Account.
- F2Received in the Business Combination in exchange for 4,886,446 shares of Series B Preferred Stock, 4,111,335 shares of Series C Preferred Stock, 4,093,925 shares of Series D Preferred Stock and 10,103,180 shares of Series F Preferred Stock of Old Freenome.
- F3RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
- F4Held directly by the Fund.
- F5Received in the Business Combination in exchange for 1,920,093 shares of Series B Preferred Stock and 1,512,104 shares of Series C Preferred Stock of Old Freenome.
- F6Held directly by the Nexus Fund.
- F7Received in the Business Combination in exchange for 1,754,539 shares of Series D Preferred Stock and 202,739 shares of Series F Preferred Stock of Old Freenome.
- F8Held directly by Nexus Fund II.
- F9Received in the Business Combination in exchange for 3,210,040 shares of Series F Preferred Stock of Old Freenome.
Remarks
Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.