Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As previously disclosed, on December 5, 2025, Perceptive Capital Solutions Corp, a Cayman Islands exempted company (“PCSC”), StarNet Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of PCSC (“Merger Sub I”), StarNet Merger
Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of PCSC (“Merger Sub II”), and Freenome Holdings, Inc., a Delaware corporation (“Freenome”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), and the transactions contemplated thereby (collectively, the “Business Combination”).
On June 17, 2026, PCSC filed the definitive proxy
statement/prospectus (the “proxy statement/prospectus”) for the
solicitation of proxies in connection with the extraordinary general meeting of shareholders of PCSC (the “Extraordinary General
Meeting”) to approve proposals related to the Business Combination. The Extraordinary General Meeting was originally scheduled to be held on July 9, 2026 at 10:00 a.m.
Eastern Time, at the offices of Cooley LLP located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting at https://www.cstproxy.com/perceptivecapitalsolutions/sm2026. PCSC has decided to postpone the Extraordinary General
Meeting to allow additional time for Freenome and PCSC to (i) supplement disclosure in the proxy statement/prospectus by way of a supplement, providing information with respect to certain events since the filing and mailing of the proxy
statement/prospectus; and (ii) solicit proxies in connection with the Extraordinary General Meeting. There is no change to the purpose or any of the proposals to be acted upon at the Extraordinary General Meeting.
The Extraordinary General Meeting will now be held on July 15, 2026 at 10:00 a.m. Eastern Time, at the offices of Cooley LLP
located at 55 Hudson Yards, New York, New York 10001, and via a virtual meeting at https://www.cstproxy.com/perceptivecapitalsolutions/sm2026. In connection with the postponement of the Extraordinary General Meeting, PCSC has extended the
deadline for delivery of redemption demands from holders of PCSC’s Class A ordinary shares to 5:00 p.m. Eastern Time on July 13, 2026. Shareholders who wish to withdraw their previously submitted redemption demands may do so by contacting PCSC’s
transfer agent.
All of PCSC's shareholders of record as of the close of business on
June 12, 2026 (the “Record Date”) are entitled to vote at the
Extraordinary General Meeting. PCSC's shareholders who have not already voted, or wish to change their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies previously submitted by shareholders will continue
to be valid for purposes of the postponed Extraordinary General Meeting.
For more information on how to vote, please call PCSC’s proxy
solicitor Morrow Sodali LLC, at (800) 662-5200 (Toll Free) or (203) 658-9400 (Collect) or email PCSC.info@investor.sodali.com. More details about the Business Combination and the proposals to be voted upon at the Extraordinary General Meeting
can be found in the proxy statement/prospectus, which is available at www.sec.gov.
A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed Business Combination between PCSC and Freenome Holdings, Inc., a Delaware corporation (“Freenome”) will be submitted to shareholders of PCSC for their consideration. In connection with the Business Combination, PCSC has filed a registration statement on Form S-4 (File No. 333-295377) (the “Registration Statement”) with the SEC, which includes the definitive proxy statement/prospectus distributed to PCSC's shareholders in connection with PCSC’s solicitation of proxies for the Extraordinary General
Meeting, as well as the prospectus relating to the offer of the securities to be issued to the stockholders of Freenome in connection with the completion of the Business Combination. PCSC has mailed the proxy statement/prospectus and other
relevant documents to its shareholders as of the Record Date. This Current Report on Form 8-K is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that PCSC or Freenome may file with the SEC in
connection with the Business Combination. Before making any voting or investment decision, PCSC shareholders, Freenome stockholders, and other interested persons are urged to read the proxy statement/prospectus and any amendments or supplements
thereto, as well as any other relevant documents filed with the SEC by PCSC in connection with the proposed Business Combination, because they contain important information about PCSC, Freenome and the proposed Business Combination. Shareholders
may obtain free copies of the Registration Statement, the proxy statement/prospectus and other documents filed by PCSC with the SEC, without charge, at the SEC's website located at www.sec.gov, or by directing a written request to Perceptive
Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003.