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United States securities and exchange commission logo
December 17, 2021
Eric Lefkofsky
Chief Executive Officer
Tempus Labs, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
Re: Tempus Labs, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted December
3, 2021
CIK No. 0001717115
Dear Mr. 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 2 to Draft Registration Statement
Management's Discussion and Analysis
Comparison of the Nine Months Ended September 30, 2020 and 2021, page
114
1. In the discussion of
changes in cost of revenues, you indicate that a portion of the increase
was due to $11.3
million in service fees related to COVID-19 PCR testing arrangements.
In the discussion of
cost of revenues, genomics, you refer to an increase of $11.3 million
in marketing expenses.
If these increases refer to the same issue, please revise your
MD&A to describe them
consistently.
Eric Lefkofsky
FirstName LastNameEric Lefkofsky
Tempus Labs, Inc.
Comapany17,
December NameTempus
2021 Labs, Inc.
December
Page 2 17, 2021 Page 2
FirstName LastName
2. You disclose on page F-33 that you have RSUs and PSUs subject to both
a time based
vesting condition and the occurrence of a liquidity event. If the
successful completion of
this IPO would be considered a liquidity event, please revise your
MD&A to quantify the
amount of stock based compensation that you expect to recognize in the
next 12 months
related to the vesting of any RSUs and PSUs that would meet both
conditions upon
completion of an IPO.
Liquidity and Capital Resources
Operating Activities, page 119
3. You disclose that one of the reasons for the net change in operating
assets and liabilities
for the nine months ended September 30, 2020 was a $4.2 million
increase in accrued data
licensing fees. You also indicate that $13.1 million of that increase
is the result of
extending the term of licensed data intangible. It's unclear if this
discussion of the $13.1
million increase contains a typo or if there are other offsetting
factors affecting the
increase in accrued data licensing fees. Please revise accordingly.
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