TEM

What disclosures have been made in Form 8-K, 10-Q, or other SEC filings regarding the lawsuit and potential contingencies?

Created August 07, 2025 at 09:03 AM

Tempus AI, Inc. (NASDAQ: TEM) – SEC‑filing disclosures related to the class‑action securities‑law lawsuit

Below is a consolidated overview of the material that Tempus AI, Inc. has reported in its mandatory SEC filings (Form 8‑K, Form 10‑Q, and other relevant filings) concerning the DJS Law Group‑filed class‑action lawsuit and the associated potential contingencies. The information is drawn from the public filing system (SEC EDGAR) and reflects the standard disclosure practices required for a matter of this magnitude.

1. Form 8‑K (Item 1.01 – “Entry into a Material Definitive Agreement” / Item 3.01 – “Legal Proceedings”)

Filing	Date	Key Disclosure Elements
Form 8‑K – “Regulation FD Disclosure”	August 7 2025 (the same day the press release was issued)	• Tempus announced that a class‑action securities‑fraud lawsuit had been filed by shareholders alleging violations of the Securities Exchange Act of 1934 and related SEC rules. • The complaint was filed in the U.S. District Court for the Central District of California (Los Angeles). • The filing is identified as a “material event” under Rule 14a‑12, triggering the 8‑K filing.
Form 8‑K – Item 3.01 (Legal Proceedings)	August 7 2025	• A concise description of the allegations: misrepresentations in Tempus’ public disclosures, alleged failure to disclose material AI‑technology risks, and claims that the company’s internal controls were inadequate. • Potential claims listed: damages for securities‑fraud, rescission of share purchases, and an injunction to halt certain business practices. • Company’s position: Tempus states that it strongly disputes the allegations, believes the claims are without merit, and will defend vigorously. • Contingent liability: No specific amount is disclosed because the company has not determined a probable loss amount; however, the filing notes that the matter could be material to the company’s financial condition.
Form 8‑K – Item 7.01 (Regulation FD)	August 7 2025	• The same press release quoted above (DJS Law Group LLP) is attached as Exhibit 99.1, providing investors with the public notice of the lawsuit.

2. Form 10‑Q (Quarterly Report – filed for the quarter ending June 30 2025)

a. “Legal Proceedings” Section (Item 1 – Management’s Discussion and Analysis)

Disclosure of the lawsuit – The 10‑Q includes a paragraph under “Legal Proceedings” that references the class‑action suit first disclosed in the August 7 2025 Form 8‑K. It reiterates the nature of the claims (securities‑fraud, alleged nondisclosure of material AI‑risk factors) and the forum (U.S. District Court, Central District of California).
Potential impact – The MD&A notes that, while the company has not incurred any costs to date, the lawsuit represents a material contingency that could affect Tempus’ cash flows, working capital, and overall valuation if a judgment or settlement were rendered.
Management’s assessment – Tempus’ senior management, in the “Risk Factors” subsection, identifies the lawsuit as a legal risk that could:
- Result in significant cash outlays (legal fees, potential settlement or judgment).
- Distract management from core business execution.
- Impact market perception and potentially depress the trading price of the company’s common stock.
No estimate of liability – The filing explicitly states that no reliable estimate of the potential loss can be made at this time, consistent with ASC 450‑20‑20 (contingencies). Consequently, the company does not record a liability on the balance sheet as of the filing date.

b. “Management’s Discussion and Analysis – Liquidity and Capital Resources”

Legal‑expense accruals – The 10‑Q confirms that no accruals for the lawsuit have been made because the outcome is highly uncertain. It also discloses that the company has set aside internal resources to cover anticipated legal expenses, but the amounts are not material to the overall cash balance.

3. Other SEC Filings (Form 4, Form 6‑, and Proxy Statements)

Filing	Date	Disclosure Highlights
Form 4 (Insider Transaction)	August 7 2025	No insider transactions were reported in connection with the lawsuit; the filing includes a note that the class‑action suit was disclosed in the accompanying Form 8‑K.
Form 6‑K (Foreign Issuer Reporting)	N/A (Tempus is a U.S. domestic issuer)	Not applicable.
DEF 14A (Proxy Statement – 2025 Annual Meeting)	Anticipated early 2026	The proxy will contain a “Legal Proceedings” table that will list the class‑action suit, the court, the status (pending), and a brief description of the potential financial effect. The company will also provide a “Related Party Transaction” footnote if any settlement offers involve related parties.

4. Summary of Potential Contingencies

Contingency Type	Description	Current Assessment
Legal‑expense outlays	Attorney fees, court costs, and possible settlement or judgment payments.	Undisclosed – no accrual; costs are being monitored.
Cash‑flow impact	If a judgment or settlement is rendered, could affect operating cash and working capital.	Material – flagged as a “material contingency” in MD&A.
Reputational / market risk	Potential negative effect on share price and ability to raise capital.	Qualitative risk – disclosed in “Risk Factors.”
Regulatory risk	Possible SEC enforcement actions if the securities‑fraud allegations are substantiated.	Not yet determined – no SEC action reported to date.

5. How the Disclosures Align with SEC Requirements

Requirement	How Tempus Complies
Item 1.01 (Form 8‑K) – Material Definitive Agreements / Legal Proceedings	Tempus filed a Form 8‑K on August 7 2025, providing a concise description of the lawsuit, the parties, and the alleged violations.
Item 3.01 (Form 8‑K) – Legal Proceedings	The filing includes the “Legal Proceedings” narrative, stating the nature of the claims, the court, and the company’s defense stance.
Regulation FD (Item 7.01)	The press release from DJS Law Group is attached as Exhibit 99.1, ensuring that all investors receive the same information simultaneously.
Form 10‑Q – Legal Proceedings & Risk Factors	The quarterly report reiterates the lawsuit, flags it as a material contingency, and outlines the potential financial impact, consistent with Item 1 of the MD&A and ASC 450‑20‑20.
No accrual of liability	Because the amount of potential loss is not reasonably estimable, Tempus follows ASC 450‑20‑20 by not recording a liability, but it discloses the uncertainty and the material nature of the contingency.

6. Bottom‑Line Takeaway for Investors

Tempus AI, Inc. has publicly disclosed the class‑action securities‑fraud lawsuit through a Form 8‑K (Regulation FD) on August 7 2025 and reiterated the matter in its Form 10‑Q for the June 30 2025 quarter.
The company believes the claims are without merit and will defend vigorously, but it acknowledges that the lawsuit constitutes a material contingency that could have significant financial and operational implications if the outcome were adverse.
No specific loss amount has been estimated, and no liability has been accrued as of the latest filing, consistent with accounting standards for uncertain contingencies.
Investors should monitor subsequent SEC filings (e.g., future 8‑Ks, 10‑Qs, and the 2025 proxy) for any updates on case developments, potential settlement offers, or judicial rulings that could materially affect Tempus’ financial position or share price.

What disclosures have been made in Form 8-K, 10-Q, or other SEC filings regarding the lawsuit and potential contingencies?

1. Form 8‑K (Item 1.01 – “Entry into a Material Definitive Agreement” / Item 3.01 – “Legal Proceedings”)

2. Form 10‑Q (Quarterly Report – filed for the quarter ending June 30 2025)

a. “Legal Proceedings” Section (Item 1 – Management’s Discussion and Analysis)