|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Freenome, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
07/20/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Roche Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,692,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The securities reported in Items 6, 8 and 9 herein consist of (i) 18,055,686 shares of common stock held of record by Roche Holdings, Inc. and (ii) 637,080 shares of common stock held of record by Roche Finance Ltd. The percentage in Item 11 is calculated based upon 107,446,814 shares of the Issuer's common stock outstanding as of July 20, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 24, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Roche Finance Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,692,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The securities reported in Items 6, 8 and 9 herein consist of (i) 18,055,686 shares of common stock held of record by Roche Holdings, Inc. and (ii) 637,080 shares of common stock held of record by Roche Finance Ltd. The percentage in Item 11 is calculated based upon 107,446,814 shares of the Issuer's common stock outstanding as of July 20, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 24, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Roche Holding Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,692,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The securities reported in Items 6, 8 and 9 herein consist of (i) 18,055,686 shares of common stock held of record by Roche Holdings, Inc. and (ii) 637,080 shares of common stock held of record by Roche Finance Ltd. The percentage in Item 11 is calculated based upon 107,446,814 shares of the Issuer's common stock outstanding as of July 20, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 24, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Freenome, Inc. | |
| (b) | Address of issuer's principal executive offices:
Genesis Marina, 3300 Marina Blvd, Brisbane, CA 94005 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed jointly by Roche Holdings, Inc., Roche Finance Ltd and Roche Holding Ltd (collectively, the "Reporting Persons"). Roche Holdings, Inc. is a wholly owned subsidiary of Roche Finance Ltd, which is a wholly owned subsidiary of Roche Holding Ltd. A Joint Filing Agreement is attached as Exhibit 99.1. | |
| (b) | Address or principal business office or, if none, residence:
Roche Holdings, Inc.: 1 DNA Way, Mailstop 49, South San Francisco, California 94080Roche Finance Ltd: Grenzacherstrasse 122, CH 4070 Basel, SwitzerlandRoche Holding Ltd: Grenzacherstrasse 124, CH 4070 Basel, Switzerland | |
| (c) | Citizenship:
Roche Holdings, Inc.: Delaware; Roche Finance Ltd: Switzerland; Roche Holding Ltd: Switzerland | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. Roche Finance Ltd may be deemed to beneficially own the shares held by Roche Holdings, Inc., its wholly owned subsidiary, and Roche Holding Ltd may be deemed to beneficially own the shares held by both Roche Finance Ltd and Roche Holdings, Inc. | |
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 - Joint Filing Agreement |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Freenome, Inc. (the “Issuer”) named herein, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
The undersigned acknowledge that each shall be responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein, but shall not be responsible for the completeness or accuracy of the information concerning any other person making the filing, except to the extent that such person knows or has reason to believe that such information is inaccurate.
It is understood and agreed that the joint filing of this Schedule 13G shall not be construed as an admission that the persons named herein constitute a “group” for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, nor as a joint venture for purposes of the Investment Company Act of 1940.
Dated this 1st day of September, 2026
ROCHE HOLDINGS, INC.
| By: | /s/Anjna Mehta |
Anjna Mehta, Authorized Signatory
ROCHE FINANCE LTD
| By: | /s/ Anja Harmeier |
Anja Harmeier, Authorized Signatory
| By: | /s/ Peter Trybus |
Peter Trybus, Authorized Signatory
ROCHE HOLDING LTD
| By: | /s/ Claudia Bockstiegel |
Claudia Bockstiegel, Authorized Signatory
| By: | /s/ Peter Trybus |
Peter Trybus, Authorized Signatory