Want to see PSNL full AI Analyst Report?
Personalis (PSNL) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 04, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1The value of the per share stock consideration payable to our stockholders in the Merger is subject to changes based on fluctuations in the value of Tempus' Class A Common Stock, and our stockholders may receive per share stock consideration with a value that is less than $16.25 per share in certain circumstances.*
In the Merger, each share of our issued and outstanding as of immediately prior to the Merger (other than shares owned by Tempus and shares which are held by stockholders who have exercised and perfected appraisal rights for such shares in accordance with Delaware law) will be converted into the right to receive a number of Tempus' Class A Common Stock equal to an Exchange Ratio (defined below), provided that Tempus may elect to pay cash for up to 50% of the aggregate number of outstanding shares of our common stock, which will be applied pro rata among shares eligible to receive the Merger consideration. See Note 13, Subsequent Events, in Part 1, Item 1 of this Quarterly Report on Form 10-Q for more information. If the volume-weighted average price of Tempus' Class A Common Stock on Nasdaq for the fifteen consecutive trading days prior to the last trading day prior to the closing date of the Merger (the "Parent Stock Price") is greater than $48.42 (the "Floor Price"), the Exchange Ratio will be equal to $16.25 divided by the Parent Stock Price. However, if the Parent Stock Price is equal to or less than the Floor Price, the Exchange Ratio will be fixed at 0.3356. Accordingly, if the Parent Stock Price is equal to or less than the Floor Price, then the value of the per share stock consideration received at the time of the closing of the Merger will likely be less than $16.25. At the time that our stockholders cast their votes regarding approval of the Merger Agreement, they will not know the actual market value of the shares of Tempus Class A Common Stock that they will receive if and when the Merger is finally completed, including whether the Parent Stock Price will be equal to or less than the Floor Price. Fluctuations in the market value of shares of Tempus Class A Common Stock may be caused by changes in the businesses, operations, results and prospects of both Tempus and us, market expectations of the likelihood that the Merger will be completed and the timing of the completion, competition in our industry, general market and economic conditions, or other factors.
- Corporate Activity and Growth - Risk 2The completion of the Merger is subject to a number of conditions, including certain conditions that are beyond our control, and may not be satisfied on a timely basis, or at all.*
The completion of the Merger is subject to a number of conditions set forth in the Merger Agreement, including: (i) the approval of the Merger and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon; (ii) the approval for listing on Nasdaq of Tempus Class A Common Stock to be issued in the Merger; (iii) the effectiveness of a registration statement on Form S-4 filed by Tempus registering the Tempus Class A Common Stock to be issued in connection with the Merger; (iv) the expiration or termination of the required waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (v) our receipt of an opinion to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes; and (vi) the absence of material adverse effects impacting us or Tempus. Many of these conditions are beyond our control, resulting in uncertainty as to the timing of completion of the Merger and as to whether the Merger will be completed at all. Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including: - the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be consummated;- we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated;- under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger which may prevent us from making desirable expenditures, including with regard to capital projects, pursuing otherwise attractive business opportunities and making other changes to our business prior to completion of the Merger or termination of the Merger Agreement;- matters relating to the Merger may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company; and - we may experience negative publicity and/or reactions from our investors, employees, patients, customers, regulators, suppliers, collaborators, and other business partners, which could negatively impact our results of operations and business prospects.
- Corporate Activity and Growth - Risk 3The announcement and pendency of the Merger, and uncertainty regarding the Merger, may adversely affect our relationships and our business.*
The Merger will occur only if the Merger Agreement's conditions to consummation of the Merger are satisfied or waived. Accordingly, there may be uncertainty regarding the completion of the Merger. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention or focus may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following consummation of the Merger. Uncertainty as to our future could adversely affect our business and our relationship with patients, customers, regulators, suppliers, collaborators, and other business partners. For example, collaborators, customers and other counterparties may defer decisions concerning contracting or working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
- Corporate Activity and Growth - Risk 4In certain instances, the Merger Agreement requires us to pay a termination fee to Tempus, which could require us to use available cash that would have otherwise been available for general corporate purposes.*
Under the terms of the Merger Agreement, we may be required to pay Tempus a termination fee of approximately $76.8 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, in connection with a change in the recommendation of the Board or a termination of the Merger Agreement by us to enter into an agreement for a "Superior Proposal," as defined in the Merger Agreement. If the Merger Agreement is terminated under such circumstances, the termination fee we would be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn would materially and adversely affect the price of our common stock.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 78
- Share Price & Shareholder Rights - Risk 1AddedThe value of the per share stock consideration payable to our stockholders in the Merger is subject to changes based on fluctuations in the value of Tempus' Class A Common Stock, and our stockholders may receive per share stock consideration with a value that is less than $16.25 per share in certain circumstances.*
In the Merger, each share of our issued and outstanding as of immediately prior to the Merger (other than shares owned by Tempus and shares which are held by stockholders who have exercised and perfected appraisal rights for such shares in accordance with Delaware law) will be converted into the right to receive a number of Tempus' Class A Common Stock equal to an Exchange Ratio (defined below), provided that Tempus may elect to pay cash for up to 50% of the aggregate number of outstanding shares of our common stock, which will be applied pro rata among shares eligible to receive the Merger consideration. See Note 13, Subsequent Events, in Part 1, Item 1 of this Quarterly Report on Form 10-Q for more information. If the volume-weighted average price of Tempus' Class A Common Stock on Nasdaq for the fifteen consecutive trading days prior to the last trading day prior to the closing date of the Merger (the "Parent Stock Price") is greater than $48.42 (the "Floor Price"), the Exchange Ratio will be equal to $16.25 divided by the Parent Stock Price. However, if the Parent Stock Price is equal to or less than the Floor Price, the Exchange Ratio will be fixed at 0.3356. Accordingly, if the Parent Stock Price is equal to or less than the Floor Price, then the value of the per share stock consideration received at the time of the closing of the Merger will likely be less than $16.25. At the time that our stockholders cast their votes regarding approval of the Merger Agreement, they will not know the actual market value of the shares of Tempus Class A Common Stock that they will receive if and when the Merger is finally completed, including whether the Parent Stock Price will be equal to or less than the Floor Price. Fluctuations in the market value of shares of Tempus Class A Common Stock may be caused by changes in the businesses, operations, results and prospects of both Tempus and us, market expectations of the likelihood that the Merger will be completed and the timing of the completion, competition in our industry, general market and economic conditions, or other factors.
- Share Price & Shareholder Rights - Risk 2The market price of our common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, we may not be able to meet investor or analyst expectations, and you may lose all or part of your investment.
The market price of our common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including: - actual or anticipated fluctuations in our operating results;- failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;- issuance of new or updated research reports by securities analysts or changed recommendations for our stock;- competition from existing tests or new tests that may emerge;- announcements by us or our competitors relating to significant acquisitions, strategic partnerships, joint ventures, collaborations, capital commitments, or by or pertaining to our customers, particularly the VA MVP and Moderna as our largest customers;- the timing and amount of our investments in the growth of our business;- actual or anticipated changes in regulatory oversight of our business or issues we may face with regulators;- additions or departures of key management or other personnel;- inability to obtain additional funding;- sales of our common stock by us or our stockholders in the future;- disputes or other developments related to our intellectual property or other matters, including litigation;- health epidemics or pandemics, geopolitical conflicts, inflation, global supply chain issues, regional or national economic slowdowns, recessions, depressions or other economic downturns; and - other general economic, industry, and market conditions, including factors unrelated to our operating performance or the operating performance of our competitors. In addition, the stock market in general, and the market for life sciences companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies, including in connection with the COVID-19 pandemic, global supply chain challenges, inflation and fears of economic recession, which have resulted in depressed stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources. Moreover, because of these fluctuations, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.
- Share Price & Shareholder Rights - Risk 3Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans and under our at-the-market facility, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our common stock to decline.
In the future, we may sell common stock, rights to purchase common stock, convertible securities, or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We also expect to issue common stock to employees, directors, and consultants pursuant to our equity incentive plans. If we sell common stock, rights to purchase common stock, convertible securities, or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, investors may be materially diluted. In addition, new investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our common stock.
- Share Price & Shareholder Rights - Risk 4If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company, and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock or issue other unfavorable commentary or cease publishing reports about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.
- Share Price & Shareholder Rights - Risk 5Holders of our common stock could be adversely affected if we issue preferred stock.
Pursuant to our amended and restated certificate of incorporation, our board of directors is authorized to issue up to 10,000,000 shares of preferred stock without any action on the part of our stockholders. Our board of directors will also have the power, without stockholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation, or winding up, and other terms. In the event that we issue preferred stock in the future that has preferences over our common stock with respect to payment of dividends or upon our liquidation, dissolution, or winding up, or if we issue preferred stock that is convertible into our common stock at greater than a one-to-one ratio, the voting and other rights of the holders of our common stock or the market price of our common stock could be adversely affected.
- Share Price & Shareholder Rights - Risk 6Insiders or holders of greater than five percent of our outstanding common stock may exercise significant control over our company and will be able to influence corporate matters.*
Our directors, executive officers and their affiliates, and holders of greater than five percent of our outstanding common stock, if they were to act together, would be able to exercise significant influence over our management and affairs and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. This concentration of ownership may have the effect of delaying or preventing a third party from acquiring control of our company and could adversely affect the market price of our common stock and may not be in the best interests of our other stockholders. In November 2023, we entered into the Tempus Agreement (see Note 8 to our Consolidated Financial Statements included in this Form 10-Q for additional information), pursuant to which, Tempus agreed to certain voting commitments that require Tempus to vote the shares it acquired from exercising its warrants for our common stock in accordance with the recommendations of the majority of our board of directors with respect to director nominations for any meeting of our stockholders occurring on or before December 31, 2025, as well as various compensation-related matters. These voting commitments terminate when the parties' exclusivity obligations expire or terminate under the Tempus Agreement. On July 20, 2026, we, Tempus, Aviary Development, Inc. (a wholly owned subsidiary of Tempus), and Toucan Development, LLC (a wholly owned subsidiary of Tempus) entered into a Merger Agreement (see Note 13, Subsequent Events, in Part 1, Item 1 of this Form 10-Q in our Consolidated Financial Statements for additional information). In addition, in December 2024, we entered into an Investment Agreement with Merck (see Note 8 to our Consolidated Financial Statements included in this Form 10-Q for additional information), pursuant to which Merck agreed to certain voting commitments that require Merck to vote, subject to specified exceptions, any shares of our common stock that Merck owns in accordance with the recommendations of our board of directors. Such voting commitments generally apply to director nominations for any meeting of our stockholders, amendments to our charter to increase the authorized shares of our common stock, various compensation-related matters, and ratification of our auditors. These voting commitments terminate upon the earlier of the second anniversary of the date of the investment agreement with Merck and the first time that Merck and its affiliates no longer own at least 50% of our shares owned by Merck immediately following the date of the investment agreement with Merck. Concurrently with the execution of the Merger Agreement, Merck entered into a Voting Agreement with the Company (see Note 13, Subsequent Events, in Part 1, Item 1 of this Form 10-Q in our Consolidated Financial Statements for additional information).
- Share Price & Shareholder Rights - Risk 7Future sales of shares by existing stockholders, or the perception that such sales could occur, could cause our stock price to decline.
Sales of a substantial number of shares of our common stock into the public market, including sales by members of our management or board of directors or entities affiliated with such members, could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock and could impair our ability to raise capital through the sale of additional equity or equity-related securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock. As of June 30, 2026, we had 106,367,428 shares of common stock outstanding, all of which shares were eligible as of such date for sale in the public market, subject in some cases to the volume limitations and manner of sale and other requirements under Rule 144. In addition, upon issuance, shares of common stock subject to outstanding options under our stock option plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse effect on the market price of our common stock.
- Share Price & Shareholder Rights - Risk 8Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include the following: - establish a classified board of directors so that not all members of our board of directors are elected at one time;- authorize the issuance of "blank check" preferred stock that our board of directors could use to implement a stockholder rights plan;- permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;- provide that directors may only be removed for cause;- require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;- eliminate the ability of our stockholders to call special meetings of stockholders;- prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;- provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws;- restrict the forum for certain litigation against us to Delaware; and - establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. Any provision of our amended and restated certificate of incorporation or amended and restated bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
- Share Price & Shareholder Rights - Risk 9Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the U.S. will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: - any derivative action or proceeding brought on our behalf;- any action asserting a breach of fiduciary duty;- any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and - any action asserting a claim against us that is governed by the internal-affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the federal district courts of the U.S. will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nonetheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions, and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. These exclusive forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.
- Share Price & Shareholder Rights - Risk 10We currently are a smaller reporting company, and any decision on our part to avail ourselves of certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.
We currently are a "smaller reporting company" as defined in the Exchange Act. We intend to take advantage of exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including scaled disclosure on executive compensation. We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded smaller reporting companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock and the market price of our common stock may be more volatile.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.