お知らせ • Jul 21
Freenome Holdings, Inc. completed the acquisition of Perceptive Capital Solutions Corp from group of shareholders in a reverse merger transaction.
Freenome Holdings, Inc. executed the Non-Binding Term Sheet to acquire Perceptive Capital Solutions Corp (NasdaqGM:PCSC) from group of shareholders in a reverse merger transaction on August 6, 2025. Freenome Holdings, Inc. entered into a definitive business combination agreement to acquire Perceptive Capital Solutions Corp from group of shareholders for approximately $730 million in a reverse merger transaction on December 5, 2025. Each share of Freenome common stock issued and outstanding will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Freenome Common Stock equal, which is based on an implied Freenome base equity value of $725 million and subject to certain adjustments as set forth in the Business Combination Agreement. In related transaction, Perceptive Capital Solutions Corp entered into subscription agreements with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, Perceptive Life Sciences Master Fund Ltd, a fund managed by Perceptive Advisors, an affiliate of the Sponsor, as well as certain existing stockholders of Freenome. Upon closing of the transaction, PCSC will redomicile as a Delaware corporation, be renamed Freenome, Inc., and its common stock is expected to be listed on Nasdaq under the ticker symbol “FRNM”. Freenome stockholders, PCSC shareholders and PIPE investors will hold shares in the Combined Company that is expected to be listed on Nasdaq under the ticker symbol FRNM.
The transaction is subject the expiration or termination of the applicable waiting period under the HSR Act, the effectiveness of the Registration Statement / Proxy Statement, receipt of the requisite approvals and consents of PCSC’s shareholders and Freenome’s stockholders and the approval for listing of the New Freenome Common Stock. The Board of Directors of Perceptive Capital Solutions Corp formed a special committee for the transaction. The deal has been unanimously approved by the Freenome and Perceptive Capital Solutions boards and special committees comprised of independent and disinterested members of the boards of directors of each of PCSC and Freenome. The transaction is expected to complete in first half of 2026. On June 10, 2026, PCSC now has until June 13, 2027 to complete its initial business combination. As of June 18, 2026, the registration statement was declared effective. The parties anticipate that the Business Combination will close in July 2026, subject to satisfaction of the conditions to the closing of the Business Combination. The extraordinary general meeting will be held to approve the transaction on July 15, 2026.
Jefferies LLC acted as financial advisor and lead capital markets advisor for Perceptive Capital Solutions Corp. TD Securities (USA) LLC acted as financial advisor for Freenome Holdings, Inc. BTIG, LLC acted as financial advisor for Freenome Holdings, Inc. The team of Goodwin Procter LLP led by Jocelyn Arel, Sarah Ashfaq, Justin Anslow, Katie Hand and Kingsley Taft, Dan Karelitz, Paul Jin, Arman Oruc, Elliot Silver, Alex Denniston, Eric Graffeo, Steven Tjoe, Matt Wetzel and William Jackson acted as legal advisor for Freenome Holdings, Inc. The team of Cooley LLP led by Eric Blanchard, Peter Byrne, Kevin Cooper, Julia Kim, Christophe Beauduin, Michael Bergmann, Alexis Finkelberg Bortniker, Jon Cousin, Amelia Runyan Davis, Stephanie Gentile, Paula Holland, Christopher Kimball, Eileen Marshall, Phil Mitchell, Ryan Montgomery, Jeremy Morrison, Alessandra Murata, Miriam Petrillo, Nicola Squire, Chris Stack, Sharon Conna, Reid Hooper, Karen Tsai, Natasha Leskovsek, Patricia Myers and Jeffery Wyzykowski acted as legal advisor for Perceptive Capital Solutions Corp. Cynthia Anandajayasekeram of Ogier Global Limited acted as legal advisor for Perceptive Capital Solutions Corp. Guggenheim Securities, LLC acted as capital markets advisor to Freenome. Greenberg Traurig, LLP acted as legal counsel to TD Cowen, Guggenheim Securities, LLC, and BTIG, LLC. Leerink Partners acted as joint capital markets advisor to Perceptive Capital Solutions. Scalar, LLC acted as financial advisor, fairness opinion provider to Perceptive Capital Solutions and will receive a fee of $0.225 million. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Freenome Holdings, Inc. Sodali & Co acted as proxy solicitor to Perceptive Capital Solutions Corp and will receive a fee of $0.025 million. Continental Stock Transfer & Trust Company acted as transfer agent to Perceptive Capital Solutions Corp.
Freenome Holdings, Inc. completed the acquisition of Perceptive Capital Solutions Corp from group of shareholders in a reverse merger transaction on July 20, 2026. Freenome common stock is expected to begin trading on the Nasdaq Capital Market under the ticker symbol "FRNM" on July 21, 2026.