As filed with the Securities and Exchange Commission on February 24, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tempus AI, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4903308 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 600 West Chicago Avenue, Suite 510 Chicago, Illinois |
60654 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Tempus AI, Inc. 2024 Equity Incentive Plan
(Full titles of the plans)
Eric Lefkofsky
Chief Executive Officer, Founder and Chairman
Tempus AI, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
(800) 976-5448 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christina T. Roupas
Courtney M.W. Tygesson
Cooley LLP
110 North Wacker Drive
Suite 4200
Chicago, IL 60606
Tel: (312) 881-6500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer |
☐ |
Accelerated filer |
☐ | |||
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ | |||
| Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Tempus AI, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,871,134 additional shares of its Class A common stock, $0.0001 par value per share (“Class A Common Stock”), under the Registrant’s 2024 Equity Incentive Plan (the “2024 Plan”), pursuant to the provisions of the 2024 Plan providing for an automatic increase in the number of shares of Class A Common Stock reserved and available for issuance under the 2024 Plan on January 1, 2025. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its Class A Common Stock for issuance under the 2024 Plan on a Registration Statement on Form S-8 filed with the Commission on June 17, 2024 (File No. 333-280270) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement except as set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
(a) The Registrant’s Annual Report on Form 10-K (the “2024 10-K”) for the fiscal year ended December 31, 2024, filed with the Commission on February 24, 2025;
(b) The Registrant’s Current Report on Form 8-K filed with the Commission on February 3, 2025 (File No. 001-42130); and
(c) The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed on June 11, 2024 (File No. 001-42130) under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 of the 2024 10-K.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
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| Item 8. | Exhibits. |
The exhibits to this Registration Statement are listed below:
| * | Filed herewith. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on February 24, 2025.
| TEMPUS AI, INC. | ||
| By: | /s/ Eric Lefkofsky | |
| Eric Lefkofsky | ||
| Chief Executive Officer, Founder and Chairman | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric Lefkofsky, James Rogers and Andrew Polovin, and each of them, as his or her true and lawful attorney-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Eric Lefkofsky Eric Lefkofsky |
Chief Executive Officer, Founder and Chairman (Principal Executive Officer) |
February 24, 2025 | ||
| /s/ James Rogers James Rogers |
Chief Financial Officer (Principal Financial Officer) |
February 24, 2025 | ||
| /s/ Ryan Bartolucci Ryan Bartolucci |
Chief Accounting Officer (Principal Accounting Officer) |
February 24, 2025 | ||
| /s/ Peter J. Barris Peter J. Barris |
Director |
February 24, 2025 | ||
| /s/ Eric D. Belcher Eric D. Belcher |
Director |
February 24, 2025 | ||
| /s/ Jennifer A. Doudna, Ph.D. Jennifer A. Doudna, Ph.D. |
Director |
February 24, 2025 | ||
| /s/ David R. Epstein David R. Epstein |
Director |
February 24, 2025 | ||
| /s/ Wayne A.I. Frederick, M.D. |
Director |
February 24, 2025 | ||
| Wayne A.I. Frederick, M.D. | ||||
| /s/ Scott Gottlieb, M.D. |
Director | February 24, 2025 | ||
| Scott Gottlieb, M.D. | ||||
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| Signature |
Title |
Date | ||
| /s/ Theodore J. Leonsis |
Director | February 24, 2025 | ||
| Theodore J. Leonsis | ||||
| /s/ Nadja West |
Director | February 24, 2025 | ||
| Nadja West, M.D. | ||||
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