SEC Comment Letter 0000000000-23-004692 to Tempus AI, Inc. (TEM)
Tempus AI, Inc.
Date: May 5, 2023 · CIK: 0001717115 · Accession: 0000000000-23-004692
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo May 5, 2023 Eric Lefkofsky Chief Executive Officer Tempus Labs, Inc. 600 West Chicago Avenue, Suite 510 Chicago, Illinois 60654 Re:Tempus Labs, Inc. Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted April 28, 2023 CIK No. 0001717115 Dear Eric Lefkofsky: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 6 to Draft Registration Statement Submitted April 28, 2023 Prospectus Summary, page 1 1.You state that you have established data partnerships with approximately 90% of the largest public pharmaceutical companies based on 2022 revenue. Please discuss the material terms of your data partnerships, including the financial terms of any agreements.
FirstName LastNameEric Lefkofsky Comapany NameTempus Labs, Inc. May 5, 2023 Page 2 FirstName LastName Eric Lefkofsky Tempus Labs, Inc. May 5, 2023 Page 2 Management, page 195 2.We note that your COO is now also the interim CEO for Pathos AI, Inc. We also note your disclosure that you are highly dependent on members of your senior management team. Please revise your risk factor on page 79 to disclose the percentage of time that your COO devotes to the business of the company given his other responsibilities as the interim CEO of Pathos. Additionally, please revise your discussion of your agreements with Pathos on page 216 to include Mr. Fukushima's new role at Pathos.
Financial Statements Note 16. Subsequent Events, page F-43 3.We note that the amended Credit Agreement with Ares on April 25, 2023 included an increase in the interest rate. Please expand the disclosure to include the interest rate in the amended agreement. Please expand the discussion of the Term Loan Facility in MD&A accordingly. You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Courtney Tygesson
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United States securities and exchange commission logo
May 5, 2023
Eric Lefkofsky
Chief Executive Officer
Tempus Labs, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
Re:Tempus Labs, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted April 28, 2023
CIK No. 0001717115
Dear Eric Lefkofsky:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 6 to Draft Registration Statement Submitted April 28, 2023
Prospectus Summary, page 1
1.You state that you have established data partnerships with approximately 90% of the
largest public pharmaceutical companies based on 2022 revenue. Please discuss the
material terms of your data partnerships, including the financial terms of any agreements.
FirstName LastNameEric Lefkofsky
Comapany NameTempus Labs, Inc.
May 5, 2023 Page 2
FirstName LastName
Eric Lefkofsky
Tempus Labs, Inc.
May 5, 2023
Page 2
Management, page 195
2.We note that your COO is now also the interim CEO for Pathos AI, Inc. We also note
your disclosure that you are highly dependent on members of your senior management
team. Please revise your risk factor on page 79 to disclose the percentage of time that your
COO devotes to the business of the company given his other responsibilities as the interim
CEO of Pathos. Additionally, please revise your discussion of your agreements with
Pathos on page 216 to include Mr. Fukushima's new role at Pathos.
Financial Statements
Note 16. Subsequent Events, page F-43
3.We note that the amended Credit Agreement with Ares on April 25, 2023 included an
increase in the interest rate. Please expand the disclosure to include the interest rate in the
amended agreement. Please expand the discussion of the Term Loan Facility in MD&A
accordingly.
You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley, Staff
Attorney, at (202) 344-5791 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Courtney Tygesson