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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 22, 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:
x |
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 22, 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 22, 2023 |
SOMALOGIC, INC. |
|
|
|
|
By: |
/s/ Ruben Gutierrez |
|
Name: |
Ruben Gutierrez |
|
Title: |
General Counsel |
Exhibit 99.1
ISS Recommends SomaLogic Stockholders Vote
“FOR” Proposed Merger with Standard BioTools
Company Urges Stockholders to Vote “FOR”
Value Maximizing Transaction at Upcoming Special Meeting
BOULDER, Colo. -- December 22,
2023 – SomaLogic, Inc., a leader in proteomics technology, today announced that
Institutional Shareholder Services (“ISS”) has recommended that SomaLogic stockholders vote “FOR” the pending
merger with Standard BioTools at the company’s Special Meeting of Stockholders to be held on January 4, 2024.
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. |
| · | 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. |
Commenting on the ISS recommendation, SomaLogic issued the following
statement:
SomaLogic is pleased that ISS shares its 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. The transaction with Standard BioTools delivers compelling long-term stockholder
value, and SomaLogic urges all SomaLogic stockholders to follow the ISS recommendation by voting “FOR” the value maximizing
transaction on the SomaLogic proxy card.
1
Permission to use quotes neither sought nor obtained.
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
Marissa Bych
Gilmartin Group LLC
investors@somalogic.com
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SomaLogic (NASDAQ:SLGC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
SomaLogic (NASDAQ:SLGC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024