PSNL Personalis Inc

As filed with the Securities and Exchange Commission on May 15, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Address of principal executive offices) (Zip code)

2020 Inducement Plan

(Full titles of the plans)

Christopher Hall

President and Chief Executive Officer

Personalis, Inc.

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Laura Berezin

Asa Henin

Allison Peth

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by Personalis, Inc. (the “Registrant”) for the purpose of registering 350,000 additional shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), under the Registrant’s 2020 Inducement Plan (the “Inducement Plan”) pursuant to approval of the Compensation Committee of the Registrant’s Board of Directors. These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the Inducement Plan is effective. The prior  registration statement that the Registrant filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2020 (Registration No. 333-238080) relating to the Inducement Plan is incorporated by reference into this Registration Statement. This incorporation is made under General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a registration statement on Form S-8 relating to the Inducement Plan.