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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2023
SomaLogic, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40090 |
|
85-4298912 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2945 Wilderness Place, Boulder, Colorado |
|
80301 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (303) 625-9000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered
|
Common
Stock, par value $0.0001 per share |
SLGC |
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share |
SLGCW |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
On December 29, 2023, SomaLogic, Inc.,
a Delaware corporation (“SomaLogic”), issued a press release, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Additional Information and Where to Find It
As previously disclosed, on October 4,
2023, SomaLogic, Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), and Martis Merger Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), entered into an Agreement and
Plan of Merger, pursuant to which, among other matters, Merger Sub will merge with and into SomaLogic (the “Merger”),
with SomaLogic surviving the Merger as a wholly owned subsidiary of Standard BioTools. In connection with the Merger and required
stockholder approval, Standard BioTools filed with the Form S-4, which
was declared effective by the Securities and Exchange Commission (the “SEC”) on December 1, 2023. The Form S-4
includes a definitive joint proxy statement of Standard BioTools and SomaLogic and also constitutes a final prospectus of Standard
BioTools. The definitive joint proxy statement was mailed or otherwise made available to stockholders of Standard BioTools and
SomaLogic on or about December 4, 2023. Standard BioTools’ and SomaLogic’s stockholders are urged to carefully read
the joint proxy statement/prospectus (including all amendments, supplements and any documents incorporated by reference therein) and
other relevant materials filed or to be filed with the SEC and in their entirety because they contain important information about
the Merger and the parties to the Merger. Investors and stockholders may obtain free copies of these documents and other documents
filed with the SEC at its website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed
with the SEC by Standard BioTools at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations
department at investors@standardbio.com or at https://investors.somalogic.com or by contacting SomaLogic Investor Relations at
investors@somalogic.com.
Participants in the Solicitation
Standard
BioTools, SomaLogic and each of their respective executive officers and directors may be deemed to be participants in the solicitation
of proxies from SomaLogic’s stockholders with respect to the Merger. Information about Standard BioTools’ directors and executive
officers, including their ownership of Standard BioTools’ securities, is set forth in the joint proxy statement/prospectus, Standard
BioTools’ proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023, Current
Reports on Form 8-K, which were filed with the SEC on May 3, 2023, May 15, 2023, June 16, 2023 and July 28, 2023,
and Standard BioTools’ other filings with the SEC. Information concerning SomaLogic’s directors and executive officers, including
their ownership of SomaLogic securities, is set forth in the joint proxy statement/prospectus, SomaLogic’s proxy statement for its
2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023, Current Reports on Form 8-K, which were
filed with the SEC on June 6, 2023, as amended on June 14, 2023, June 9, 2023, October 4, 2023 and December 12,
2023, and SomaLogic’s other filings with the SEC. Investors may obtain more detailed information regarding the direct and indirect
interests of Standard BioTools and its respective executive officers and directors in the Merger, which may be different than those of
Standard BioTools’ stockholders generally, by reading the definitive proxy statements regarding the Merger, which have been filed
with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, at http://investors.standardbio.com
or by contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com
or by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This Current Report on Form 8-K and the information
contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are based upon current plans, estimates and expectations of the management of Standard BioTools and SomaLogic that are subject to
various risks and uncertainties that could cause actual results to differ materially from such statements, many of which are beyond
the control of Standard BioTools and SomaLogic. All statements other than statements of historical fact (including statements
containing the words “believes,” “plans,” “anticipates,” “expects,”
“estimates” and similar expressions) are statements that could be deemed forward-looking statements, although not all
forward- looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking
statements. Forward-looking statements may include statements regarding the expected timing of the closing of the Merger; the
ability of the parties to complete the Merger considering the various closing conditions; and any assumptions underlying any of the
foregoing. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to
associated risks related to, among other things, (i) the risk that the Merger may not be completed in a timely manner or at
all, which may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their respective
securities; (ii) uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy the
conditions to the consummation of the Merger, including obtaining stockholder and regulatory approvals; (iii) the Merger may
involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the Merger on
the ability of Standard BioTools or SomaLogic to retain and hire key personnel and maintain relationships with customers, suppliers
and others with whom Standard BioTools or SomaLogic does business, or on Standard BioTools’ or SomaLogic’s operating
results and business generally; (v) Standard BioTools’ or SomaLogic’s respective businesses may suffer as a result
of uncertainty surrounding the Merger and disruption of management’s attention due to the Merger; (vi) the outcome of any
legal proceedings related to the Merger or otherwise, or the impact of the Merger thereupon; (vii) Standard BioTools or
SomaLogic may be adversely affected by other economic, business and/or competitive factors, (viii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Merger agreement and the Merger; (ix) restrictions
during the pendency of the Merger that may impact Standard BioTools’ or SomaLogic’s ability to pursue certain business
opportunities or strategic transactions; (x) the risk that Standard BioTools or SomaLogic may be unable to obtain governmental
and regulatory approvals required for the Merger, or that required governmental and regulatory approvals may delay the consummation
of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the
parties to abandon the Merger; (xi) risks that the anticipated benefits of the Merger or other commercial opportunities may
otherwise not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory,
economic, competitive and technological changes; (xiii) risks relating to the value of the Standard BioTools shares to be
issued in the Merger; (xiv) the risk that post-closing integration of the Merger may not occur as anticipated or the combined
company may not be able to achieve the benefits expected from the Merger, as well as the risk of potential delays, challenges and
expenses associated with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency
rate and interest rate fluctuations, as well as fluctuations in the market price of Standard BioTools’ and SomaLogic’s
traded securities; (xvi) the lingering effects of the COVID-19 pandemic on Standard BioTools’ and SomaLogic’s
industry and individual companies, including on counterparties, the supply chain, the execution of research and development
programs, access to financing and the allocation of government resources; (xvii) the ability of Standard BioTools or SomaLogic
to protect and enforce intellectual property rights; and (xviii) the unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Standard BioTools’ and
SomaLogic’s response to any of the aforementioned factors. Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors”
section of Standard BioTools’ most recent quarterly report on Form 10-Q filed with the SEC on November 7, 2023, on
its most recent annual report on Form 10-K filed with the SEC on March 14, 2023 and in Standard BioTools’ other
filings with the SEC, as well as the “Risk Factors” section of SomaLogic’s most recent quarterly report on
Form 10-Q filed with the SEC on November 8, 2023, on its most recent annual report on Form 10-K filed with the SEC on
March 28, 2023 and in SomaLogic’s other filings with the SEC. The risks and uncertainties described above and in the SEC
filings cited above are not exclusive and further information concerning Standard BioTools and SomaLogic and their respective
businesses, including factors that potentially could materially affect their respective businesses, financial conditions or
operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any forward-looking statements. Any such forward-looking statements
represent management’s reasonable estimates and beliefs as of the date of this Current Report on Form 8-K. While Standard
BioTools and SomaLogic may elect to update such forward-looking statements at some point in the future, they disclaim any obligation
to do so, other than as may be required by law, even if subsequent events cause their views to change.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 29, 2023 |
SOMALOGIC, INC. |
|
|
|
By: |
/s/ Ruben Gutierrez |
|
Name: |
Ruben Gutierrez |
|
Title: |
General Counsel |
Exhibit 99.1
SomaLogic Board Reiterates Value-Maximizing
Transaction with Standard BioTools is in Best Interests of All Stockholders
Continues to Recommend Stockholders Vote “FOR”
Pending Merger
ISS has Dismissed Madryn’s Misleading
Claims and Reaffirms that Stockholders Vote “FOR” the Merger
BOULDER,
Colo., Dec. 29, 2023 – SomaLogic, Inc. (Nasdaq: SLGC) (“the Company”), a leader in proteomics technology,
today sent the following open letter to stockholders reiterating the Board’s belief that the proposed transaction between SomaLogic
and Standard BioTools is in the best interest of all stockholders.
The full text of the letter is as follows:
Dear Fellow Stockholders,
We firmly believe that the value-maximizing transaction with
Standard BioTools is the best path forward for SomaLogic and all of its stockholders. You have an essential decision to make regarding
the value of your investment. For SomaLogic to realize the benefits of this value-maximizing transaction, stockholders holding a majority
of our shares must support the deal. This means that your vote is extremely important, regardless of the number of shares you own.
Every vote counts and is critical to the future of the Company. Not voting is the same as voting against the transaction.
The Standard BioTools Merger is Clearly the Best Path
Forward
This merger delivers compelling value and potential for SomaLogic
stockholders, positioning the Company for long-term success as a leading, well-capitalized and strongly managed provider of differentiated
multi-omics tools. While we see tremendous future potential in the proteomics market, it is important to recognize that the path to realizing
this potential as a standalone company involves significant execution risk and operational challenges.
SomaLogic’s co-development partnership with Illumina
alone will not guarantee the Company’s success. With industry consolidation more broadly, and Illumina focused on its own set of
priorities, it is paramount that SomaLogic strengthens its position in the market – and this transaction is the best way to accomplish
this.
The proposed merger with Standard BioTools represents an
opportunity to accelerate the combined company’s path to profitability and value creation, while also mitigating risks and challenges.
Following the merger, the combined company will benefit from:
| · | Dramatically increased scale and diversification; |
| · | A robust portfolio of life science tools that power industry-leading throughput and data quality; |
| · | A stronger financial profile and enhanced operating leverage, with over $500 million of cash and only $68 million of debt; |
| · | $80 million in anticipated run-rate cost synergies achieved by 2026; and |
| · | A combined Board and leadership team that brings together complementary teams with proven experience. |
SomaLogic stockholders will own 57% of the combined company
following close. This enables our stockholders to maintain their participation in our highly attractive technology and future potential,
while also benefiting from new opportunities for value creation.
Merger Follows Exhaustive and Independent Strategic Review
by the Board of Directors with Support of Outside Legal and Financial Advisors
The transaction is the result of a thorough, independent
and deliberative Board process that was focused at all times on identifying strategic options that could maximize value for all SomaLogic
stockholders. During this process, the SomaLogic Board engaged with 16 parties to solicit potential interest in a transaction, but no
other party expressed any actionable indication of interest and only one, other than Standard BioTools, entered into an NDA.
The Board has conducted a comprehensive, exhaustive review
of strategic options over the past ten months, including in depth consideration of remaining a standalone company.
Importantly, in order to ensure a completely independent
strategic review, Eli Casdin, an independent member of the SomaLogic Board, was recused from all Board discussions regarding the potential
transaction with Standard BioTools.
As a part of its thoughtful process and in accordance with
its fiduciary duties, the Board ultimately determined the transaction with Standard BioTools was a superior alternative to SomaLogic’s
standalone plan and, accordingly, extensively negotiated the terms of the transaction with Standard BioTools. We are confident the resulting
combination is in the best interest of our stockholders and will result in a stronger combined company that is better positioned to deliver
value for our stockholders than any other option available to the company.
The SomaLogic Board Is Independent and Acting in the Best
Interests of ALL SomaLogic Stockholders
Madryn and its group’s criticisms of the transaction
are without merit and reflect their own self-interest.
Contrary to their claims:
| · | SomaLogic conducted thorough due diligence on Standard BioTools between June and October, with the assistance of outside legal,
financial and strategic consultants. The electronic data rooms were used only for customary confirmatory legal due diligence. |
| · | The Board and management changes announced in March 2023 were made with the specific goal of helping SomaLogic realize its tremendous
potential. Eli Casdin was recused from all Board activity related to the transaction, which was driven and approved by an independent
and unconflicted Board. |
| · | Standard’s Series B Preferred stock is an equity security, not debt, with no preferred dividend or mandatory redemption
feature. |
The bottom line is that the strategic rationale of the combination
is strong, and the SomaLogic Board of Directors firmly believes this transaction represents the best path forward for SomaLogic and all
its stockholders.
Leading Independent Proxy Advisory Firm Institutional
Shareholder Services (“ISS”) Agrees that Stockholders Should Vote “FOR” the Merger
ISS shares the Board’s belief that the merger with
Standard BioTools is in the best interests of all SomaLogic stockholders and supports the Board’s recommendation that stockholders
vote “FOR” the transaction.
In its “FOR” recommendation to SomaLogic stockholders, ISS
noted1:
| · | The strategic rationale of combining two sub-scale companies in order to slow down cash burn and accelerate the path to profitability
appears reasonable, particularly given the apparent overlap in the two companies' offerings and the estimated synergies in this transaction. |
| · | …the all-stock structure of the transaction provides shareholders with an opportunity to benefit from the potential upside
if the company is able to get to a trading valuation based on the revenue multiple. |
| · | The turnover of the board and management in 2023, which the dissident suggests was to help facilitate a deal with LAB, seems to have
been driven by legitimate operational challenges and share price performance discussed in the prior sections. |
| · | In engagement with ISS, the board members also seemed appropriately qualified and thoughtful about all available alternatives. |
| · | …based on currently available disclosure, the process itself appears to have been sufficiently broad and there is no clear
evidence in the proxy that favorable treatment was given to LAB as a potential partner. |
1
Permission to use quotes neither sought nor obtained.
| · | …hopes of a potential buyer emerging in the medium term seem misplaced: SLGC has arguably been in play since March, when its
CEO departed, leaving the company under interim management and a depressed share price, and the company publicly announced [SomaLogic]
was pursuing strategic options. Despite these factors, and the possibility that the Olink deal may have subsequently increased interest
in proteomics assets, no competing bidders have emerged, even though the board retains the ability to consider superior offers. |
| · | As it relates to the dissident's concerns about the convertible preferred securities in the combined company's capital structure,
we note that the Series B preferred is more equity- than debt-like, as it is not entitled to a dividend other than the dividends
declared on common, and does not have a maturity. |
Importantly, even as Madryn continues to bring misleading
claims forward, ISS has reaffirmed its recommendation that stockholders vote “FOR” the transaction.
Realize the Compelling Benefits of the Proposed Merger
Between SomaLogic and Standard BioTools While Protecting the Value of Your Investment: Vote “FOR” the Transaction Today
The future of SomaLogic and the future of your investment
is at stake. We urge stockholders to take into account that ISS has weighed the merits of these stockholders’ arguments and come
to conclusion that this merger is in the best interest of SomaLogic stockholders.
Protect the value of your investment. The SomaLogic
board urges all stockholders to vote “FOR” the value maximizing transaction on the SomaLogic proxy card today. SomaLogic
stockholders are advised to discard any green proxy cards they receive from Madryn Asset Management, LP.
Thank you for your continued support.
Sincerely,
The SomaLogic Board of Directors
Robert Barchi
Thomas Carey
Troy Cox
Kathy Hibbs
Anne Margulies
Tycho Peterson
Richard Post
Jason Ryan
The Company urges all stockholders to vote "FOR" the value
maximizing transaction on the SomaLogic proxy card today. A special meeting of SomaLogic stockholders is scheduled to be held virtually
in connection with the proposed merger on January 4, 2024, at 12 p.m. ET (10:00 a.m. MT / 9:00 a.m. PT).
SomaLogic stockholders who need assistance voting or have questions
regarding the Special Meeting may contact SomaLogic's proxy solicitor, Morrow Sodali LLC, at (800) 662-5200.
The merger remains on track to close in the first quarter of 2024,
subject to approval by SomaLogic and Standard BioTools stockholders and satisfaction of other customary closing conditions.
About SomaLogic
SomaLogic is catalyzing drug research and development and biomarker
identification as a global leader in proteomics technology. With a single 55 microliter plasma or serum sample, SomaLogic can run 11,000
protein measurements, covering more than a third of the approximately 20,000 proteins in the human body. For more than 20 years SomaLogic
has supported pharmaceutical companies, and academic and contract research organizations who rely on the Company's protein detection and
analysis technologies to fuel drug, disease, and treatment discoveries in such areas as oncology, diabetes, and cardiovascular, liver
and metabolic diseases. Find out more at somalogic.com and follow @somalogic on LinkedIn.
Additional Information and Where to Find It
In connection with the merger and required
stockholder approval, Standard BioTools filed with the U.S. Securities and Exchange Commission (the "SEC")
a registration statement on Form S-4, as amended (the "Form S-4"), which was declared effective by the SEC on December 1,
2023. The Form S-4 includes a definitive joint proxy statement of Standard BioTools and SomaLogic and also constitutes
a final prospectus of Standard BioTools. The definitive joint proxy statement was mailed or otherwise made available to stockholders
of Standard BioTools and SomaLogic on or about December 4, 2023. Standard BioTools' and SomaLogic's
stockholders are urged to carefully read the joint proxy statement/prospectus (including all amendments, supplements and any documents
incorporated by reference therein) and other relevant materials filed or to be filed with the SEC and in their entirety because
they contain important information about the merger and the parties to the merger. Investors and stockholders may obtain free
copies of these documents and other documents filed with the SEC at its website at http://www.sec.gov. In
addition, investors may obtain free copies of the documents filed with the SEC by Standard BioTools at http://investors.standardbio.com or
contacting Standard BioTools' Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or
by contacting SomaLogic Investor Relations at investors@somalogic.com.
Participants in the Solicitation
Standard BioTools, SomaLogic and
each of their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard
BioTools and SomaLogic's stockholders with respect to the merger. Information about Standard BioTools' directors and executive officers,
including their ownership of Standard BioTools' securities, is set forth in the joint proxy statement/prospectus, Standard BioTools'
proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023, Current
Reports on Form 8-K, which were filed with the SEC on May 3, 2023, May 15, 2023, June 16,
2023 and July 28, 2023, and Standard BioTools' other filings with the SEC. Information concerning SomaLogic's directors
and executive officers, including their ownership of SomaLogic securities, is set forth in the joint proxy statement/prospectus,
SomaLogic's proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25,
2023, Current Reports on Form 8-K, which were filed with the SEC on June 6, 2023, as amended on June 14,
2023, June 9, 2023, October 4, 2023 and December 12, 2023, and SomaLogic's other filings with the SEC.
Investors may obtain more detailed information regarding the direct and indirect interests of Standard BioTools and its respective
executive officers and directors in the merger, which may be different than those of Standard BioTools' stockholders generally, by reading
the definitive proxy statements regarding the merger, which have been filed with the SEC. These documents are available free of
charge at the SEC's website at www.sec.gov, at http://investors.standardbio.com or by contacting
Standard BioTools' Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or
by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This press release and the information contained herein shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and
expectations of the management of Standard BioTools and SomaLogic that are subject to various risks and uncertainties
that could cause actual results to differ materially from such statements, many of which are beyond the control of Standard BioTools and SomaLogic.
All statements other than statements of historical fact (including statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions) are statements that could be deemed forward-looking
statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these
forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing of the merger;
the ability of the parties to complete the merger considering the various closing conditions; and any assumptions underlying any of the
foregoing. Statements regarding future events are based on the parties' current expectations and are necessarily subject to associated
risks related to, among other things, (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely
affect Standard BioTools' and SomaLogic's businesses and the price of their respective securities; (ii) uncertainties as to the timing
of the consummation of the merger and the potential failure to satisfy the conditions to the consummation of the merger, including obtaining
stockholder and regulatory approvals; (iii) the merger may involve unexpected costs, liabilities or delays; (iv) the effect
of the announcement, pendency or completion of the merger on the ability of Standard BioTools or SomaLogic to retain
and hire key personnel and maintain relationships with customers, suppliers and others with whom Standard BioTools or SomaLogic does
business, or on Standard BioTools' or SomaLogic's operating results and business generally; (v) Standard BioTools' or SomaLogic's
respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management's attention due to the
merger; (vi) the outcome of any legal proceedings related to the merger or otherwise, or the impact of the merger thereupon; (vii) Standard
BioTools or SomaLogic may be adversely affected by other economic, business and/or competitive factors, (viii) the
occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the merger;
(ix) restrictions during the pendency of the merger that may impact Standard BioTools' or SomaLogic's ability to pursue certain business
opportunities or strategic transactions; (x) the risk that Standard BioTools or SomaLogic may be unable to obtain
governmental and regulatory approvals required for the merger, or that required governmental and regulatory approvals may delay the consummation
of the merger or result in the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties
to abandon the merger; (xi) risks that the anticipated benefits of the merger or other commercial opportunities may otherwise not
be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive
and technological changes; (xiii) risks relating to the value of the Standard BioTools shares to be issued in the merger;
(xiv) the risk that post-closing integration of the merger may not occur as anticipated or the combined company may not be able to
achieve the benefits expected from the merger, as well as the risk of potential delays, challenges and expenses associated with integrating
the combined company's existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations, as well as
fluctuations in the market price of Standard BioTools' and SomaLogic's traded securities; (xvi) the lingering effects of the COVID-19
pandemic on Standard BioTools' and SomaLogic's industry and individual companies, including on counterparties, the supply chain, the execution
of research and development programs, access to financing and the allocation of government resources; (xvii) the ability of Standard
BioTools or SomaLogic to protect and enforce intellectual property rights; and (xviii) the unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Standard BioTools'
and SomaLogic's response to any of the aforementioned factors. Therefore, actual results may differ materially and adversely from those
expressed in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of
Standard BioTools' most recent quarterly report on Form 10-Q filed with the SEC on November 7, 2023, on its most
recent annual report on Form 10-K filed with the SEC on March 14, 2023 and in Standard BioTools' other filings
with the SEC, as well as the "Risk Factors" section of SomaLogic's most recent quarterly report on Form 10-Q filed
with the SEC on November 8, 2023, on its most recent annual report on Form 10-K filed with the SEC on March 28,
2023 and in SomaLogic's other filings with the SEC. The risks and uncertainties described above and in the SEC filings
cited above are not exclusive and further information concerning Standard BioTools and SomaLogic and their respective
businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating
results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements,
and not to place undue reliance on any forward-looking statements. Any such forward-looking statements represent management's reasonable
estimates and beliefs as of the date of this press release. While Standard BioTools and SomaLogic may elect to update
such forward-looking statements at some point in the future, they disclaim any obligation to do so, other than as may be required by law,
even if subsequent events cause their views to change.
Contacts
Investors
Marissa Bych
Gilmartin Group LLC
investors@somalogic.com
Media
Lyle Weston / Carly King
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
v3.23.4
Cover
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Dec. 29, 2023 |
Document Information [Line Items] |
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false
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Document Period End Date |
Dec. 29, 2023
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Entity File Number |
001-40090
|
Entity Registrant Name |
SomaLogic, Inc.
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Entity Central Index Key |
0001837412
|
Entity Tax Identification Number |
85-4298912
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Entity Incorporation, State or Country Code |
DE
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Entity Address, Address Line One |
2945 Wilderness Place
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Entity Address, City or Town |
Boulder
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Entity Address, State or Province |
CO
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Entity Address, Postal Zip Code |
80301
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City Area Code |
303
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Local Phone Number |
625-9000
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Common Class A [Member] |
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Title of 12(b) Security |
Common
Stock, par value $0.0001 per share
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Trading Symbol |
SLGC
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Security Exchange Name |
NASDAQ
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Warrant [Member] |
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Document Information [Line Items] |
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Title of 12(b) Security |
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
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Trading Symbol |
SLGCW
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Security Exchange Name |
NASDAQ
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Grafico Azioni SomaLogic (NASDAQ:SLGC)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni SomaLogic (NASDAQ:SLGC)
Storico
Da Set 2023 a Set 2024