Summary by Futu AI
Tempus AI is registering up to 4,843,136 shares of Class A common stock for resale by REALM IDx, which were issued as part of Tempus's $375 million acquisition of Ambry Genetics Corporation on February 3, 2025. The shares represent part of the purchase consideration alongside cash payment, subject to adjustments for working capital and other items.Of the registered shares, 2,152,505 shares are subject to a one-year lock-up period following the acquisition closing. The registration will remain effective until nine months after the lock-up period expires or until all shares have been resold. REALM IDx, a subsidiary of Konica Minolta, may sell the shares through various methods including broker transactions, block trades and private sales.The registration is being made pursuant to Tempus's obligations under the Securities Purchase Agreement dated November 4, 2024. Tempus will not receive any proceeds from the potential sale of these shares by REALM IDx.
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