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):
November 28, 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) |
x |
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 November 28, 2023, SomaLogic, Inc.
(“SomaLogic” or the “Company”) and Standard BioTools Inc., a Delaware corporation (“Standard BioTools”),
updated their joint investor presentation (the “Investor Presentation”), which the Company expects to use to discuss the proposed
Merger (as defined below) and to provide an overview of the combined company. As previously disclosed, on October 4, 2023, the Company,
Standard BioTools and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the 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
the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Standard BioTools.
A copy of the Investor Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 on Form 8-K,
the information set forth in this Item 7.01 and the Investor Presentation is “furnished” and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or
the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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, dated November 13, 2023 (the “Form S-4”), that includes a preliminary joint proxy statement
of Standard BioTools and SomaLogic that also constitutes a preliminary prospectus of Standard BioTools. Each of Standard BioTools and
SomaLogic also plan to file other relevant documents with the SEC regarding the Merger. Any definitive joint proxy statement/prospectus
(if and when available) will be mailed to stockholders of Standard BioTools and SomaLogic. 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 when they become
available because they will contain important information about the Merger and the parties to the Merger. Investors and stockholders may
obtain free copies of these documents (when they are available) 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 by going to Standard BioTools’
Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at
investors@standardbio.com or by SomaLogic by going to SomaLogic’s Investor Relations page on its corporate website 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 Form S-4, which was filed with the SEC on November 13, 2023, 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 Form S-4, which was filed with the SEC on November 13, 2023, 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 and October 4, 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 preliminary and definitive proxy statements regarding the Merger, which have been
or will be filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, by going to Standard
BioTools’ Investor Relations website at http://investors.standardbio.com or by contacting Standard BioTools’ Investor Relations
department at investors@standardbio.com or by going to SomaLogic’s Investor Relations page on its corporate website 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: November 28, 2023 |
SOMALOGIC, INC. |
|
|
|
|
By: |
/s/ Ruben Gutierrez |
|
Name: |
Ruben Gutierrez |
|
Title: |
General Counsel |
Exhibit 99.1
| Standard BioTools
Activating Strategy to
Become a Diversified Leader
in Life Sciences Tools
NOVEMBER 2023 |
| Legal Information
2
Forward-looking statements
This presentation contains forward-looking statements that are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking 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 financial outlook, including related to revenues, margin, and operating expenses; statements regarding
future financial performance and expectations, operational and strategic plans, deployment of capital, cash runway and sufficiency of cash resources, potential M&A activity, potential restructuring plans; and expectations with respect to the planned merger of Standard BioTools and SomaLogic,
including expected timing of the closing of the merger, the ability of the parties to complete the merger considering the various closing conditions, the expected benefits of the merger, including estimations of anticipated cost savings and cash runway, management’s ability to integrate the two
companies, the competitive ability and position of the combined company, the success, cost and timing of the combined company’s product development, sales and marketing, and research and development activities, the combined company’s ability to obtain and maintain regulatory approval
for its products, the sufficiency of the combined company’s cash, cash equivalents and short-term investments to fund operations, 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 and uncertainties 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 Securities and Exchange Commission (“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. The parties undertake no obligation to revise or update any forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed merger and required stockholder approval, Standard BioTools has filed with the SEC a registration statement on Form S-4, dated November 13, 2023 (the “Form S-4”), that includes a joint preliminary proxy statement of Standard BioTools and SomaLogic that
also constitutes a preliminary prospectus of Standard BioTools and SomaLogic. Each of Standard BioTools and SomaLogic also plan to file other relevant documents with the SEC regarding the proposed merger. Any definitive joint proxy statement/prospectus (if and when available) will be
mailed to stockholders of Standard BioTools and SomaLogic. 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 when they become available because they will contain important information about the proposed merger and the parties to the merger. Investors and stockholders may obtain free copies of these documents (when they are
available) 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 by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com or
contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or by going to SomaLogic’s Investor Relations page on its corporate website 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 Form S-4, which was filed with the SEC on November 13, 2023, 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 Form S-4, which was filed with the SEC on November 13, 2023, 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 and October 4, 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 SomaLogic and its respective executive officers and directors in the
merger, which may be different than those of Standard BioTools’ and SomaLogic’s stockholders generally, by reading the preliminary and definitive proxy statements regarding the merger, which have been or will be filed with the SEC. These documents are available free of charge at the SEC’s
website at www.sec.gov, by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or by going to SomaLogic’s Investor Relations page on its corporate website at
https://investors.somalogic.com or by contacting SomaLogic Investor Relations at investors@somalogic.com.
No Offer or Solicitation
This presentation and the accompanying oral presentation 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.
Non-GAAP financial information
Standard BioTools has presented certain financial information in accordance with U.S. GAAP and also on a non-GAAP basis. The non-GAAP financial measures included in this presentation are non-GAAP gross margin, non-GAAP operating expenses, adjusted EBITDA, non-GAAP SG&A and non-GAAP R&D . Management uses these non-GAAP financial measures, in addition to GAAP financial measures, as a measure of operating performance because the non-GAAP financial measures do not include the impact of items that management does not consider indicative of the Company’s core
operating performance. Management believes that non-GAAP financial measures, taken in conjunction with GAAP financial measures, provide useful information for both management and investors by excluding certain non-cash and other expenses that are not indicative of the Company’s core
operating results. Management uses non-GAAP measures to compare the Company’s performance relative to forecasts and strategic plans and to benchmark the company’s performance externally against competitors. Non-GAAP information is not prepared under a comprehensive set of
accounting rules and should only be used to supplement an understanding of the company’s operating results as reported under U.S. GAAP. Standard BioTools encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the
reconciliations between these presentations, to more fully understand its business. Reconciliations between GAAP and non-GAAP operating results are presented in the accompanying tables of this release.
Trademarks
Standard BioTools, the Standard BioTools logo, Biomark, CyTOF, CyTOF XT, EP1, Helios, Hyperion and Hyperion+ are trademarks and/or registered trademarks of Standard BioTools Inc. (f.k.a. Fluidigm Corporation) or its affiliates in the United States and/or other countries.
SomaLogic, the SomaLogic logo, SomaSignal, SOMAmer, SomaScan, SomaScan by SomaLogic, DataDelve, LabThread LX, CardioDM and Powered by SomaLogic are trademarks and/or registered trademarks of SomaLogic, Inc. or its affiliates in the United States and/or other countries.
All other trademarks are the sole property of their respective owners. |
| 3
Transaction Overview
Consideration
Ownership
Management & Board
Timing
• All-stock merger
• SLGC shareholders to receive 1.11 LAB shares per share of SLGC
• >$1B pro-forma equity value based on SBI closing share price on October 3, 2023
• LAB shareholders to own ~43% of combined entity (incl. Series B preferred stock)
• SLGC shareholders to own ~57% of combined entity
• Michael Egholm and Jeff Black, current CEO and CFO of LAB, respectively, will be CEO and CFO
of Combined Company
• Tom Carey, current director of SLGC, will be Chairman of Combined Company
• Combined Company Board will be composed of 3 current directors of LAB, including Michael
Egholm as CEO, 3 current directors of SLGC, including Tom Carey as Chairman, and Eli Casdin
will continue to serve as a director of LAB
• Expected transaction close in Q1’24
• Subject to shareholder approvals, regulatory approvals, other customary closing conditions
• Shareholders representing ~16% of LAB and ~1% of SLGC, including directors and all executive
officers of each company and certain large stockholders, have entered into supportive voting
agreements
Company Name / Ticker • Standard BioTools / LAB
Financial Benefits
• $300M+ combined revenue expected by 2026
• $80M cost synergies by 2026(1)
• >$500M in cash at close(2)
(1) Assumes transaction close in Q1 2024. Total cost synergies exclude non-cash, restructuring-related and other non-recurring costs for each of Standard BioTools and SomaLogic.
(2) Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transaction costs. |
| 4
SBI: Forging the Next Generation of
Leadership in Life Science Tools & Solutions
Capital
Entrenched operating
discipline drives execution
and profitability
Deep industry,
operational &
integration expertise
Backed by leading Life
Sciences investors with
deep capital reserves
Applying necessary building blocks to
build a diversified tools powerhouse
Instruments,
consumables, software
and services
Evaluating opportunities
to increase scale and
leverage
Broad ‘omic reach Disciplined M&A
World-class team SBS(1) principles
Differentiated tech
Highest plex, highest data
quality in flow cytometry
& spatial biology
✓ M&A strategy activated; $100-105M evaluating opportunities
2023E Revenue
Guidance $130M Q3 2023
cash balance
(1) SBS = Standard BioTools Business Systems, a culture of continuous improvement to achieve world class operational excellence and exceptional customer value based on LEAN
principles. (2) Reflects Standard BioTools’ performance through the 3 quarters ending September 30, 2023. (3) Revenue growth reflects impact of reduction of $1.6 million in net
revenues generated in 2022 related to discontinued product lines in the Genomics business.
13% core revenue growth(3)
1,000 bps improvement in
non-GAAP gross
margin
58% improvement in
operating cash use
>
Strong Progress
YTD 2023(2) |
| 5
SomaLogic Powers
Comprehensive Proteomic Insights
$82-85M 2023E Revenue
Guidance $454M Q3 2023
cash balance
Partnership expected
to launch in 2024
185 SomaScan Services customers,
16 authorized sites, relationships
with top biopharma companies
Blue-Chip Customer Base
Highest plex, highest data quality,
most reliable serum proteome tool
757 clinical publications and
protected by >600 patents
11K SOMAmers measuring 10K
unique proteins from 55-µL sample
(over 2x more than alternatives)
Validated & Patented Proteomics Expertise
Differentiated technology
Scientific brilliance focused on
innovation, partnership, and power
of proteomics
Strong Progress
YTD 2023(1)
21%core revenue growth(2)
20%improvement in non-GAAP operating expenses
✓ Launched SomaScan 11K
protein plex platform
(1) Reflects SomaLogic’s performance through the 3 quarters ended September 30, 2023. (2) Core revenue growth excludes one-time royalty revenue received in 2022. |
| 6
… FEW Built to
Scale Profitably
• Developing, manufacturing,
supporting customers, and
commercializing technology is
costly
• Leveraging infrastructure costs
requires deep operating expertise
• Need for sufficient capital
Growth
Profitability
FUTURE
+
TODAY
LAST
YEAR
Scale is crucial to accelerate path to profitability and activate leadership position
Unlocking Value in Fragmented Space
MANY Great Emerging Life Science Tools
Technologies – Highly Fragmented …
TODAY
LAST
YEAR |
| 7
Shared Mission: Advance Life Sciences Research
• Differentiated translational
proteomics, spatial biology,
and genomics technology
• Broad product design,
development, manufacturing
expertise (hardware,
software, consumables)
• Seasoned LS Tools
leadership
• SBS culture and LEAN
principles
• Highest-plex, highest data
integrity technology
• Strong biopharma
presence
• Leading services
infrastructure
• First genomics /
proteomics partnership
(Illumina)
• Healthy cash balance
Scaled Leader in
Multi-omic Life Sciences Tools
$
Tech Leadership
Diverse portfolio of multi-omic solutions with
highest plex and highest
data quality
Complementary
Customer mix maximizes
cross-sell opportunities &
expands relationships
Immediate Scale
Scale step-change, SBS
foundation and synergies
accelerate profitability
Lucrative Markets
Targets large, high-growth markets with
differentiated
technologies
Financially Attractive
$300M+ combined revenue
and $80M run-rate
synergies(1) by 2026 with
>$500M cash at close(2)
Proven Model
World-class leadership
and operating discipline
to create meaningful
value
✓
(1) Assumes transaction close in Q1 2024. Total cost synergies exclude non-cash, restructuring-related and other non-recurring costs for each of Standard BioTools and SomaLogic.
(2) Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transaction costs.
+ =
✓ |
| 8
Complementary Multi-omic Technology Platform
Expands commercial reach with combined capabilities and offerings
Complementary Capabilities Combined Multi-omic Portfolio
End
Markets
Offering
~65%
Biopharma
research
Academic
research
~80%
Services
(SomaScan)
Consumables ~85% Services
Consumables
Instruments
Proteomics
Flow
Cytometry
Spatial
Biology
Genomics
Workstation
Serum
Proteome
High-parameter, single-cell protein
analysis system and related assays
High-plex, spatial biology platform
& related assays for imaging of
tissue and cells
High throughput, nanoscale workflow
automation and assay detection
system, and related assays
Protein measurement & identification,
proteomics knowledge & applications |
| 9
2023E(1)
Pro-Forma combined Merger Impacts 2026E
Pro-Forma combined
Revenue $182M to $190M
Double-Digit
Annual revenue growth
with synergies
$300M+
Non-GAAP gross margin ~54% ~65%
Non-GAAP SG&A % of sales ~90% $80M
Run-rate cost synergies
2023E-2026E(2)
~35%
Non-GAAP R&D % of sales ~35% ~15%
Adjusted EBITDA Negative >10%
Cash balance $500M
Disciplined
Cash management
~$350M+(3)
Free cash flow ($140M) to ($150M) Positive
Accelerated Path to Scale and Profitability
(1) Assumes Q1 2024 close. 2023E revenue ranges based on full year guidance. Reflects YTD 2023 pro forma adjusted gross margin. Reflects estimated cash balance as of closing, net of transaction fees.
(2) Compared to annualized run-rate based on 1H 2023 results. Total cost synergies exclude non-cash, restructuring-related, transaction-related and other non-recurring costs for both Standard BioTools
and SomaLogic. (3) Assumes existing Standard BioTools convertible notes are converted to equity at maturity, or refinanced. |
| 10
$80M Synergy Opportunity
G&A
S&M
R&D
Elimination of redundant public
company and G&A costs
(Exec., HR, Legal, Finance, IT)
Rationalization of common commercial
infrastructure (Sales, Marketing,
Product Management)
Continue investment, prioritizing
differentiated technologies with
highest probability of sustained,
profitable revenue growth
+
Substantial early progress with strong Q3’23 execution
~$40M
~$80M
G&A S&M R&D Total Synergies
vs current
run rate of
~$20M ~$65M
~$20M
Synergy opportunity compared to combined annualized run-rate based on 1H 2023 results. Total cost synergies exclude non-cash, restructuring-related, transaction-related
and other non-recurring costs for both Standard BioTools and SomaLogic. |
| 11
Q1 to Q3
2022
Q1 to Q3
2023 YoY
Revenue $71M $78M +10% (+13% core)1
Non-GAAP gross margin 50% 60% +1,000 bps
Non-GAAP operating expense $93M $74M (24%)
Operating cash use $71M $30M (58%)
SBI Operating Track Record
Strong execution maximizing Fluidigm synergies
9 months ended September 30, 2022 vs 9 months ended September 30, 2023 | 1. Revenue growth reflects impact of reduction of $1.6 million in net revenues generated in 2022
related to discontinued product lines in the Genomics business |
| 12
Combined Leadership
Michael Egholm
Chief Executive Officer
Alex Kim
Chief Operating Officer
Adam Taich
SLGC: Interim CEO
Shane Bowen
SLGC: Chief R&D Officer
Significant life sciences tools operational experience; track record of integration execution
LAB: Chief Strategy Officer LAB: Chief Technology Officer
Jeffrey Black
Chief Financial Officer
Leadership
7 Member Board
CHAIR
Thomas Carey Michael Egholm Frank Witney Fenel Eloi Kathy Hibbs Troy Cox Eli Casdin
P&M Capital Partners Carey Advisors |
| A Compelling Combination
(1) Compared to annualized run-rate based on 1H 2023 results. Total cost synergies exclude non-cash, restructuring-related and other non-recurring costs for each of Standard BioTools and SomaLogic.
(2) Based on assumed Q1 2024 close and estimated combined cash balance of Standard BioTools and SomaLogic, less estimated transaction costs
Establishes diverse
portfolio of multi-omic
solutions with highest plex
and data quality
$300M+ combined revenue &
$80M run-rate synergies(1) by
2026; >$500M cash at close(2)
World-class leadership and
operating discipline to
create meaningful value
Targets large, high-growth
markets with
differentiated technologies
Symbiotic customer mix
maximizes cross-selling
opportunities and expands
relationships
Tech Leadership Lucrative Markets Complementary
Immediate Scale Financially Attractive Proven Model
Scale step-change, SBS
and synergies accelerate
path to profitability
13 |
| Standard BioTools
Appendix |
| 15
Complementary Multi-Omic Technologies
Differentiated throughput, reliability, and data integrity
Hyperion™ XTi
Imaging System
Biomark™ X9 System for
High-Throughput
Genomics
Integrated
fluidic circuit
Maxpar®
assays and kits
Flow Cytometry Spatial Biology
Genomics
Serum Proteome Workstation
SomaScan® Assay
Proteomics Platform
CyTOF® XT™
flow cytometry
High-parameter single-cell
protein analysis system
and related assays
High-plex spatial biology
platform and related assays
for imaging of tissue and cells
High-throughput nanoscale workflow
automation and assay detection
system and related assays
Protein measurement and
identification, proteomics
knowledge and applications
X9 |
| 16
High-Parameter Testing
Is a Challenge With Proteins
Markers
30
Biological
insights
100
75
50
25
0
89Y 110Pd 141Pr 150Nd 161Dy 191lr 209Bi
Fluorescent labels Metal isotopes for mass cytometry vs. Spectral overlap Discrete channels
0 10 20 30 40 50 60
Mass cytometry solves fundamental limitation of fluorescence
Physics
Advantage |
| 17
The most robust solution in high-parameter market segment
Flow Cytometry For Translational Research
Number of lineage (surface) markers
5
10
15
25
Number of functional
(intracellular) markers
10 20 30 40 50
CyTOF
future
20
Conventional flow cytometry
(many players)
BIOLOGICAL
INSIGHTS
Physics Advantage
No limit to how many
different markers can be
detected at once
Spectral flow cytometry
(multiple players)
CyTOF
today |
| 18
Spatial Biology
Hyperion XTi is a Game-Changer
40 Slides | 40 Markers
24 Hours
Throughput: number of slides/day
0.1 1 10 100
HIGH
LOWQuality
Discovery Translational research
Transcript
Profiling
Cycling
High-plex IF
Low-plex
IF*
*IF: immunofluorescence |
| 19
NON - GAAP RECONCILIATION
Combined Gross Margin
Q1 to Q3 2022 Q1 to Q3 2023
GAAP Gross Profit ($M) $74.3 $64.9
Add: Amortization on Technology in COGS $8.4 $8.4
Add: Depreciation and Amortization in COGS $1.6 $1.9
Add: Stock-Based Comp in COGS $1.4 $1.3
Non-GAAP Gross Profit ($M) $85.8 $76.4
GAAP Gross Margin % 49.6% 46.0%
Add: Amortization on Technology in COGS 5.6% 6.0%
Add: Depreciation and Amortization in COGS 1.1% 1.3%
Add: Stock-Based Comp in COGS 0.9% 0.9%
Non-GAAP Gross Margin % 57.3% 54.2%
Numbers may not add and percentages may not foot due to rounding. | Figures are derived from Condensed Consolidated Statements of Operations as reported in each of
Standard Biotools’ and SomaLogic’s reports on Form 10-Q for the relevant periods. |
| 20
NON - GAAP RECONCILIATION
Combined R&D Expense
Q1 to Q3 2022 Q1 to Q3 2023
GAAP R&D Operating Expenses ($M) $80.8M $54.4M
Less: Restructuring & related charges in R&D - $0.2M
Less: Stock-based comp in R&D $8.3M $5.8M
Less: Depreciation & amortization in R&D $1.2M $1.2M
Less: Impairment of intangible assets in R&D $3.5M -
Non-GAAP R&D Operating Expenses ($M) $67.7 $47.1
GAAP R&D Operating Expenses % 54.0% 38.6%
Less: Restructuring & related charges in R&D 0.0% 0.2%
Less: Stock-based comp in R&D 5.6% 4.1%
Less: Depreciation & amortization in R&D 0.8% 0.9%
Less: Impairment of intangible assets in R&D 2.4% 0.0%
Non-GAAP R&D Operating Expenses % 45.2% 33.4%
Numbers may not add and percentages may not foot due to rounding. | Figures are derived from Condensed Consolidated Statements of Operations as reported in each of
Standard Biotools’ and SomaLogic’s reports on Form 10-Q for the relevant periods. |
| 21
NON - GAAP RECONCILIATION
Combined SG&A Expense
Q1 to Q3 2022 Q1 to Q3 2023
GAAP SG&A Operating Expenses ($M) $198.1M $153.8M
Less: Restructuring & related charges in SG&A - $0.8M
Less: Stock-based comp in SG&A $38.5M $18.1M
Less: Depreciation & amortization in SG&A $3.0M $5.4M
Less: Loss on disposal of PP&E $1.1M $0.1M
Non-GAAP R&D Operating Expenses ($M) $155.5M $129.4M
GAAP SG&A Operating Expenses % 132.3% 109.1%
Less: Restructuring & related charges in SG&A 0.0% 0.6%
Less: Stock-based comp in SG&A 25.7% 12.8%
Less: Depreciation & amortization in SG&A 2.0% 3.8%
Less: Loss on disposal of PP&E 0.7% 0.1%
Non-GAAP SG&A Operating Expenses % 103.8% 91.8%
Numbers may not add and percentages may not foot due to rounding. | Figures are derived from Condensed Consolidated Statements of Operations as reported in each of
Standard Biotools’ and SomaLogic’s reports on Form 10-Q for the relevant periods. |
| 22
NON - GAAP RECONCILIATION
Combined Operating Expenses
Q1 to Q3 2022 Q1 to Q3 2023
GAAP Operating Expenses ($M) $290.7M $219.4M
Less: Restructuring & related charges $5.1M $6.5M
Less: Transaction-related expenses $6.7M $5.8M
Less: Stock-based comp $46.8M $23.9M
Less: Depreciation & amortization $4.3M $6.6M
Less: Impairment of intangible assets $3.5M -
Less: Loss on disposal of PP&E $1.1M $0.1M
Non-GAAP Operating Expenses ($M) $223.1M $176.6M
GAAP Operating Expenses % 194.1% 155.6%
Less: Restructuring & related charges 3.4% 4.6%
Less: Transaction-related expenses 4.5% 4.1%
Less: Stock-based comp 31.3% 16.9%
Less: Depreciation & amortization 2.9% 4.7%
Less: Impairment of intangible assets 2.4% 0.0%
Less: Loss on disposal of PP&E 0.8% 0.1%
Non-GAAP Operating Expenses % 149.0% 125.2%
Numbers may not add and percentages may not foot due to rounding. | Figures are derived from Condensed Consolidated Statements of Operations as reported in each of
Standard Biotools’ and SomaLogic’s reports on Form 10-Q for the relevant periods. |
| 23 23
Q1 to Q3 2022 Q1 to Q3 2023
GAAP Gross Margin % 36.5% 47.5%
Add: Amortization on Technology in COGS 11.9% 10.7%
Add: Depreciation and Amortization in COGS 1.3% 1.3%
Add: Stock-Based Comp in COGS 0.6% 0.8%
Non-GAAP Gross Margin 50.3% 60.3%
SBI Gross Margin % and Op Ex ($M)
NON - GAAP RECONCILIATION
Q1 to Q3 2022 Q1 to Q3 2023
GAAP Operating Expense ($M) $121.0 $92.3M
Less: Restructuring and related charges $5.1M $5.4M
Less: Transaction-related expenses $3.9M $1.7M
Less: Stock-based compensation expense $12.7M $9.0M
Less: Depreciation and amortization $2.1M $1.9M
Less: Impairment of intangible assets $3.5M -
Less: Loss on disposal of property and equipment $0.2M -
Non-GAAP Operating Expense ($M) $93.5M $74.3M
Numbers may not add and percentages may not foot due to rounding. | Figures are derived from Condensed Consolidated Statements of Operations as reported in each of
Standard Biotools’ and SomaLogic’s reports on Form 10-Q for the relevant periods. |
SomaLogic (NASDAQ:SLGC)
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