View:
United States securities and exchange commission logo
August 3, 2022
Eric Lefkofsky
Chief Executive Officer
Tempus Labs, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
Re: Tempus Labs, Inc.
Response Letter No.
3 to Draft Registration Statement on Form S-1
Submitted April 27,
2022
Response Letter
dated July 22, 2022
CIK No. 0001717115
Dear Mr. Lefkofsky:
We have reviewed your response letter 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 offering statement or publicly filing your offering
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 any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments. Unless we
note otherwise, our
references to prior comments are to comments in our May 11, 2022 letter.
Draft Registration Statement on Form S-1 submitted April 27, 2022
Dilution, page 102
1. We note in your
response to prior comment 1 that historical net tangible book value
"represents the amount
of our total tangible assets less our total liabilities and the carrying
value of our redeemable
convertible preferred stock." Please provide us your calculation,
referencing the amounts
reported on your balance sheet, to support a historical net
tangible book value of
$33.7 million as of December 31, 2021.
Eric Lefkofsky
FirstName LastNameEric Lefkofsky
Tempus Labs, Inc.
Comapany
August NameTempus Labs, Inc.
3, 2022
August
Page 2 3, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
106
2. You state that through December 2021, the 12-month retention rate for
oncologists
ordering more than 5 tests were 92%. Disclose the number of
oncologists used to measure
the retention rate. Discuss how the retention rate was measured and
the time period. To
the extent material, disclose the total number of customers for all
periods presented in
each of your three product lines.
Comparison of the Years Ended December 31, 2020 and 2021
Revenue, page 115
3. We note your response to prior comment 3. Please revise to also
address the reasons for
changes in cost of revenues, genomics. For example, it is unclear what
caused the $15.6
million increase in material and service costs and the inventory
write-downs of $1.8
million. Similarly, it is unclear why you experienced a $10.8 million
decrease in cost of
revenues, genomics associated with COVID-19 PCR testing despite a $5
million increase
in PCR testing revenues over the same period.
Data and Other, page 116
4. We note your response to prior comment 4. Please revise to provide
greater context to
investors by quantifying the increase in the number of new customers
that adopted your
data and other products during 2021 as compared to 2020.
Consolidated Financial Statements
9. Stock-Based Compensation, page F-29
5. To the extent there have been any recent developments, please provide
us with an update
to your October 28, 2021 response to comment 31 regarding stock based
compensation
awards.
You may contact Lisa Etheredge, Senior Staff Accountant, at
202-551-3424 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