Item 2.01. Completion of Acquisition
or Disposition of Assets.
As described above, on August 31, 2021, CMLS II held
the Special Meeting, at which the CMLS II stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement
and the Business Combination. On September 1, 2021 the parties consummated the Business Combination. In connection with the Business Combination,
the Company changed its name from CM Life Sciences II, Inc. to “SomaLogic, Inc.”
Holders of 809,850 shares of CMLS II’s Class
A Common Stock sold in its initial public offering (the “Public Shares”) properly exercised their right to have such
shares redeemed for a full pro rata portion of the trust account holding the proceeds from CMLS II’s initial public offering (the
“IPO”), calculated as of two business days prior to the consummation of the Business Combination, which was approximately
$10.00 per share, or $8,098,500 in the aggregate.
As a result of the Business Combination, each
share of Class B common stock of Old SomaLogic and each share of preferred stock of Old SomaLogic was cancelled and converted into a portion
of the Merger Consideration on the terms set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, the aggregate
merger consideration paid in connection with the Business Combination (excluding any potential Earn-Out Shares, as defined below) was
$1,250 million, which consists of cash payments (at the election of Old SomaLogic stockholders) of $50.0 million and equity consideration
in the form of (i) the issuance of shares of Common Stock of the Company and (ii) rollover of Old SomaLogic’s outstanding options.
The number of shares of Common Stock issued to Old SomaLogic stockholders was based on a deemed value of $10.00 per share after giving
effect to an exchange ratio of 0.8381. Accordingly, (i) $50 million cash was paid to SomaLogic stockholders (thereby reducing the aggregate
number of shares issuable under the Merger Agreement at Closing from 125,000,000 to 120,000,000 shares of Common Stock), (ii) 110,973,213
shares of Common Stock were issued to Old SomaLogic stockholders on the Closing Date and (iii) the remaining balance of the 120,000,000
shares of Common Stock to be issued under the Merger Agreement may be issued in the future upon the exercise of options of the Company
that were converted from Old SomaLogic options.
Stockholders and service providers of the Company
(“Earn-Out Service Providers”) are also entitled to receive a number of shares (the “Earn-Out Shares”)
of up to 3,500,125 and 1,499,875 additional shares of Common Stock, respectively, if at any time between the 13-month anniversary of the
Closing Date and the 24-month anniversary of the Closing Date, the Common Stock share price is greater than or equal to $20.00 for a period
of at least 20 out of 30 consecutive trading days (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out
Service Provider shall be issued only if such individual continues to provide services (whether as an employee, director or individual
independent contractor) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event,
if applicable) that causes such Earn-Out Shares to become issuable. Any Earn-Out Shares that are forfeited pursuant to the preceding sentence
shall be reallocated to the Company stockholders in accordance with their respective pro rata Earn-Out Shares.
Upon consummation of the Business Combination, each
share of Class B common stock, par value of $0.001 per share, of CMLS II (the “Class B Common Stock”) automatically
converted into one share of Common Stock of the Company.
At the Closing Date, the Company issued 36,500,000
shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $365 million (the “PIPE Investment”)
pursuant to subscription agreements dated March 28, 2021 (collectively, the “Subscription Agreements”). Such amounts reflect
a reduction of 1 million shares from the previously announced private placement.
After giving effect to the Business Combination, the
redemption of Public Shares as described above, the conversion of the Class B Common Stock into Common Stock as described above, and the
consummation of the PIPE Investment, there are currently 181,163,363 shares of the Company’s Common Stock issued and outstanding.
FORM
10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant
was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information
that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company
is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information
provided below relates to the Company after the consummation of the Business Combination, unless otherwise specifically indicated or the
context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the information
incorporated herein by reference contains forward-looking statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995, including with respect to the effects of the Business Combination. These statements
are based on the current expectations and beliefs of management of the Company and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements
include statements about future financial and operating results of the Company; statements of the plans, strategies and objectives of
management for future operations of the Company; statements regarding future economic conditions or performance; and other statements
regarding the future business of the Company. Forward-looking statements may contain words such as “will be,” “will,”
“expect,” “anticipate,” “continue,” “project,” “believe,” “plan,”
“could,” “estimate,” “forecast,” “guidance,” “intend,” “may,”
“plan,” “possible,” “potential,” “predict,” “pursue,” “should,”
“target” or similar expressions, and include the assumptions that underlie such statements. These statements include, but
are not limited to the following:
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the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings
that may be instituted against the Company;
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the ability to maintain the listing of the Common Stock on the Nasdaq, as applicable;
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the risk of disruption to the Company’s current plans and operations;
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the ability to recognize the anticipated benefits of the Company’s business, which may be affected
by, among other things, competition and the ability to grow and manage growth profitably and retain its key employees;
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costs related to the Company’s business;
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changes in applicable laws or regulations;
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the ability of the Company to raise financing in the future;
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the success, cost and timing of the Company’s product development activities;
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the Company’s ability to obtain and maintain regulatory approval for its products, and any related
restrictions and limitations of any approved product;
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the Company’s ability to maintain existing license agreements and manufacturing arrangements;
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the Company’s ability to compete with other companies currently marketing or engaged in the development
of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources
than the Company;
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the size and growth potential of the markets for the Company’s products, and the ability of each
to serve those markets, either alone or in partnership with others;
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the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional
financing;
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the Company’s financial performance;
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the impact of the COVID-19 pandemic on the Company’s; and
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other factors disclosed under the section titled “Risk Factors” in the Proxy Statement/Prospectus
beginning on page 47 thereof, which is incorporated herein by reference.
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The forward-looking statements contained in this Report
are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company.
There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described or incorporated by reference under the heading “Risk
Factors” below. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. The Company will not and does not
undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
Business
The business of the Company is described in the Proxy
Statement/Prospectus in the section entitled “SomaLogic’s Business” beginning on page 205 thereof, and that information
is incorporated herein by reference.
Risk Factors
The risks associated with the Company are described
in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 47 thereof, and that information
is incorporated herein by reference.
Summary Risk Factors
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SomaLogic is an early-stage life sciences technology company
that has incurred losses since inception, and SomaLogic expects to make significant investments in its continued research and development
of new services and products, which may not be successful.
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Seasonality may cause fluctuations in SomaLogic’s revenue
and results of operations. SomaLogic’s operating results have in the past fluctuated significantly and may continue to fluctuate
significantly in the future, which makes its future results difficult to predict and could cause its operating results to fall below
expectations or any guidance we may provide.
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SomaLogic’s current and future services and products
may never achieve significant commercial market acceptance.
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SomaLogic’s business will depend significantly on research
and development spending by pharmaceuticals, biotechnology, and academic, governmental and other research institutions, and any reduction
in spending could limit demand for SomaLogic’s services and adversely affect the business, results of operations, financial condition
and prospects.
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The life sciences industry is subject to rapid change, which
could make SomaLogic’s proteomics platform and related services and products that we develop obsolete. SomaLogic’s long term
results depend upon its ability to improve existing services and products, and our ability to introduce and market new services and products
successfully.
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The majority of SomaLogic’s operations and laboratory
processes are currently conducted at a single location in Boulder, Colorado and any disruption at SomaLogic’s facility could negatively
impact its operations and increase expenses.
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Unfavorable U.S. or global economic conditions as a result
of the COVID-19 pandemic, or otherwise, could adversely affect SomaLogic’s ability to raise capital, results of operations and
financial conditions.
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Cybersecurity risks that could result in damage to SomaLogic’s
data integrity and subject it to fines or lawsuits under data privacy laws.
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SomaLogic depends on its key personnel and other highly qualified
personnel, and if it’s unable to recruit, train and retain its personnel, SomaLogic may not achieve its goals.
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If SomaLogic fails to protect its intellectual property effectively,
its business would be harmed. SomaLogic’s inability to effectively protect its proprietary technologies, including the confidentiality
of trade secrets, could harm its competitive position.
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SomaLogic is in a heavily regulated industry, and changes
in regulations or violations of regulations may, directly or indirectly, reduce its revenue, adversely affect SomaLogic’s results
of operations and financial condition and harm its business.
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SomaLogic’s products could become subject to government
regulation as medical devices by the FDA and other regulatory agencies, which could adversely impact its ability to market and sell its
products and harm its business.
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SomaLogic could be adversely affected by alleged violations
of the Federal Trade Commission Act or other truth-in-advertising and consumer protection laws.
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The requirements of being a public company may strain SomaLogic’s
resources, result in litigation and divert management’s attention.
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Financial Information
Reference is made to the
disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the consolidated financial information of SomaLogic and
the unaudited pro forma condensed combined financial information of the Company.
The selected historical
consolidated financial information of SomaLogic as of and for the three months ended March 31, 2021 and 2020 and as of and for the years
ended December 31, 2020 and 2019 is described in the Proxy Statement/Prospectus in the section entitled “Selected Historical
Financial Information of SomaLogic” beginning on page 41 thereof and that information is incorporated herein by reference.
The selected historical financial
information of CMLS II as of and for the three months ended March 31, 2021 and as of December 31, 2020 is described in the Proxy Statement/Prospectus
in the section entitled “Selected Historical Financial Information of the Company” beginning on pages 40 thereof and
that information is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Reference is made to our
Management’s Discussion and Analysis and Financial Condition and Results of Operations as of and for the six months ended June 30,
2021 and 2020, included in Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Management’s discussion
and analysis of the financial condition and results of operations of SomaLogic as of and for the three months ended March 31, 2021 and
as of and for the years ended December 31, 2020 and 2019 is described in the Proxy Statement/Prospectus in the section entitled “SomaLogic’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 242 thereof and
that information is incorporated herein by reference.
Management’s discussion
and analysis of the financial condition and results of operations of CMLS II as of and for the three months ended March 31, 2021 is described
in the Proxy Statement/Prospectus in the section entitled “The Company’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page 202 thereof and that information is incorporated herein by
reference.
Quantitative and Qualitative Disclosures
about Market Risk
Reference is made to our
Management’s Discussion and Analysis and Financial Condition and Results of Operations as of and for the six months ended June 30,
2021 and 2020, included in Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference. Reference is further
made to the disclosure contained in the Proxy Statement/Prospectus in the sections entitled “SomaLogic’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market
Risk” beginning on page 242 thereof, and “The Company’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market Risk” beginning on page 202
thereof, which are incorporated herein by reference.
Properties
The properties of the Company are described in the
Proxy Statement/Prospectus in the section entitled “SomaLogic’s Business – Facilities” beginning on page
229 thereof, and that information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth information known to
us regarding the beneficial ownership of our Common Stock immediately following consummation of the Business Combination by:
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each person known to be the beneficial owner of more than
5% of the outstanding Common Stock of the Company;
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each of the Company’s executive officers and directors;
and
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all of the Company’s executive officers and directors
as a group.
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Beneficial ownership is determined according to the
rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared
voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity
has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units, within 60 days
of the record date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of the record
date or subject to restricted stock units that vest within 60 days of the record date are considered outstanding and beneficially
owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage ownership of
that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except as noted by footnote, and subject to community
property laws where applicable, based on the information provided to the Company, the persons and entities named in the table below have
sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise indicated, the business
address of each beneficial owner listed in the table below is c/o SomaLogic, Inc., 2945 Wilderness Place, Boulder, Colorado 80301.
The table below does not include any Earn-Out Shares
(as defined in the Proxy Statement/Prospectus) that may be issued in the future.
The beneficial ownership of our Common Stock is
based on 181,163,363 shares of Common Stock issued and outstanding immediately following consummation of the Business Combination, including
the redemption of Public Shares as described above, the conversion of the Class B Common Stock as described above and the consummation
of the PIPE Investment.
Name and Address of Beneficial Owner
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Number of shares of Common Stock
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% of Common Stock
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% of
Total
Voting
Power
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Directors & executive officers(1)
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Roy Smythe(2)
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1,358,627
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*
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*
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Melody Harris(3)
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601,264
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*
|
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*
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Shaun Blakeman
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-
|
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|
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*
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*
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Charles M. Lillis(4)
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403,684
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*
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*
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Amy Graves(5)
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22,702
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*
|
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*
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Ruben Gutierrez
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-
|
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*
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*
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Eli Casdin(6)(7)(8)
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23,535,751
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12.7
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%
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12.7
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%
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Kevin Conroy(9)
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191,666
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*
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*
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Troy Cox(10)
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241,666
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*
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*
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Stephen Quake(11)
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591,666
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*
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*
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Anne Margulies(12)
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48,192
|
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*
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*
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Richard Post(12)
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48,192
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*
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*
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Ted Meisel
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-
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*
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*
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Robert Barchi
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-
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*
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*
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All directors and executive officers as a group (14 individuals)
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27,043,410
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14.4
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%
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14.4
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%
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5% beneficial owners
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Lawrence Gold and affiliates(13)
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9,133,066
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5.0
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%
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5.0
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%
|
Novartis(14)
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10,367,340
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5.7
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%
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5.7
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%
|
Casdin Partners Master Fund, L.P.(7)(8)
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12,389,082
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6.8
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%
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6.8
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%
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*
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Indicates
beneficial ownership of less than 1%.
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(1)
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The
business address of each of these stockholders is c/o SomaLogic, 2945 Wilderness Place, Boulder, Colorado 80301.
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(2)
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Consists
of options to purchase 1,358,627 shares of Common Stock that are exercisable within 60 days of September 1, 2021.
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(3)
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Consists
of options to purchase 601,264 shares of Common Stock that are exercisable within 60 days of September 1, 2021.
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(4)
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Consists
of (i) 276,573 shares of Common Stock held of record by Charles M. Lillis, (ii) 100,572 shares of Common Stock held of record
by The Lillis Foundation, (iii) 12,571 shares of Common Stock held of record by CAG LLC, and (iv) options to purchase 13,968 shares
of Common Stock that are exercisable within 60 days of September 1, 2021. Mr. Lillis may be deemed to be a beneficial owner of the
shares held directly by CAG LLC and The Lillis Foundation as a result of Mr. Lillis’ voting and dispositive power with respect
to the shares.
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(5)
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Consists
of options to purchase 22,702 shares of Common Stock that are exercisable within 60 days of September 1, 2021.
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(6)
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CMLS
Holdings II LLC is the record holder of (i) 6,800,000 shares of Common Stock and (ii) warrants to purchase 4,346,669 shares of Common
Stock that are exercisable within 60 days of September 1, 2021. Eli Casdin is a member of the board of managers of CMLS Holdings II LLC
and shares voting and investment discretion with respect to the common stock held of record by CMLS Holdings II LLC.
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(7)
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Consists
of 9,889,082 shares of Common Stock held of record by Casdin Partners Master Fund, L.P. The shares held by Casdin Partners Master
Fund, L.P. may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners
Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin,
the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. The address for the Casdin entities noted herein is 1350 Avenue
of the Americas, Suite 2600, New York, New York 10019.
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(8)
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Includes
2,500,000 shares of Common Stock issued in the PIPE Investment to Casdin Master Fund, L.P. The shares may be deemed to be indirectly
beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP,
LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin
Partners GP, LLC.
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(9)
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Consists
of (i) 25,000 shares of Common Stock held of record by Kevin Conroy and (ii) warrants to purchase 166,666 shares of Common Stock held
of record by the Conroy Family Foundation, Inc. that are exercisable within 60 days of September 1, 2021. Conroy Family Foundation, Inc.,
a 501(c) charitable organization, is the record holder of the shares reported herein. Mr. Conroy is a board member and officer of
Conroy Family Foundation, Inc., and has shared voting and investment discretion with respect to the common stock held of record by Conroy
Family Foundation, Inc.
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(10)
|
Consists
of (i) 25,000 shares of Common Stock held of record by Troy Cox, (ii) 50,000 shares of Common Stock issued in the PIPE Investment
to Mr. Cox, and (iii) warrants to purchase 166,666 shares of Common Stock held of record by Mr. Cox that are exercisable within
60 days of September 1, 2021.
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|
(11)
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Consists
of (i) 25,000 shares of Common Stock held of record by Stephen Quake, (ii) 150,000 shares of Common Stock held of record by Quake
2018 Charitable Remainder Unitrust, (iii) 150,000 shares of Common Stock held of record by The Eleftheria Foundation, (iv) 100,000 shares
of Common Stock held of record by DeltaXDeltaP Hbar Trust, and (v) warrants to purchase 166,666 shares of Common Stock held of record
by Mr. Quake that are exercisable within 60 days of September 1, 2021. Mr. Quake may be deemed to be a beneficial owner of the shares
held directly by Quake 2018 Charitable Remainder Unitrust, The Eleftheria Foundation and DeltaXDeltaP Hbar Trust as a result of Mr. Quake’s
voting and dispositive power with respect to the shares.
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|
(12)
|
Consists
of options to purchase 48,192 shares of Common Stock that are exercisable within 60 days of September 1, 2021.
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|
(13)
|
Consists
of (i) 437,822 shares of Common Stock held of record jointly by Lawrence Gold and Hope Morrissett who have shared voting and dispositive
power with respect to the shares, (ii) 4,982,168 shares of Common Stock held of record by MorrGold Holdings, LLC, (iii) 3,713,076 shares
of Common Stock held of record by MorrGold II, LLC. Mr. Gold is the managing director or MorrGold Holdings, LLC and MorrGold II, LLC.
Mr. Gold’s business address is 1033 5th Street, Boulder, CO 80302.
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|
(14)
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Consists
of (i) 1,676,200 shares of Common Stock held of record by Novartis Institutes for BioMedical Research, Inc. (“Novartis
Research”) and (ii) 8,591,140 shares of Common Stock held of record by Novartis Pharma AG (“Novartis AG”).
Also includes 100,000 shares of Common Stock issued to Novartis AG in the PIPE Investment. The business address for Novartis Research
is 700 Main Street 421Q, Cambridge, MA 02139. The business address for Novartis AG is Lichstrasse 35, Basel, Switzerland 4056.
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Directors and Executive Officers
Other than as disclosed below in Item 5.02 below,
the Company’s directors and executive officers are described in the Proxy Statement/Prospectus in the section entitled “Management
After the Business Combination” beginning on page 265 thereof and to Item 5.02 of this Current Report on Form 8-K, which are
incorporated herein by reference.
Committees
of the Board of Directors
The standing committees of
the Board currently include an audit committee, a compensation committee, and a nominating and corporate governance committee. Each of
the committees will report to the Board as they deem appropriate and as the Board may request. The initial composition, duties and responsibilities
of these committees are set forth below.
Except as otherwise stated
herein, the committees of the Board are further described in the Proxy Statement/Prospectus in the section entitled “Management
After the Business Combination—Board Committees” beginning on page 269 thereof and that information is incorporated herein
by reference.
Audit Committee
The purpose of the audit committee will be to
prepare the audit committee report required by the SEC to be included in any proxy statement or prospectus required to be filed by the
Company under the rules and regulations of the SEC and to assist the Board in overseeing and monitoring (1) the quality and integrity
of the financial statements, (2) compliance with legal and regulatory requirements, (3) the Company’s independent registered
public accounting firm’s qualifications and independence, (4) the performance of the Company’s internal audit function,
if any, and (5) the performance of the Company’s independent registered public accounting firm.
The audit committee
consists of Richard Post, who will be serving as the chairperson, Troy Cox, Eli Casdin Robert Barchi, and Anne Margulies. The
Board has determined that each member of the audit committee will qualify as an independent director under the Nasdaq Listing Rules
and the independence requirements of Rule 10A-3 under the Exchange Act. We also believe
that each member of the audit committee will qualify as an “audit committee financial
expert,” as that term is defined in Item 401(h) of Regulation S-K. The Board has adopted a written charter for the audit committee,
which is available free of charge on our corporate website (www.somalogic.com). The information on our website is not part of this Current
Report on Form 8-K.
Compensation Committee
The purpose of the compensation committee is to
assist the Board in discharging its responsibilities relating to (1) setting the Company’s compensation program and compensation
of its executive officers and directors, (2) monitoring the Company’s incentive and equity-based compensation plans, and
(3) preparing the compensation committee report required to be included in any proxy statement or prospectus required to be filed
by the Company under the rules and regulations of the SEC.
The compensation
committee consists of Anne Margulies, who will be serving as the chairperson, Chuck Lillis,
Richard Post and Troy Cox.
The Board has
adopted a written charter for the compensation committee, which is available free of charge on our corporate website (www.somalogic.com).
The information on our website is not part of this Current Report on Form 8-K.
Nominating and Corporate Governance Committee
The purpose of the nominating and corporate governance
committee is to (1) oversee all aspects of the Company’s corporate governance functions on behalf of the board of directors; (2)
make recommendations to the board of directors regarding corporate governance issues; (3) identify, review and evaluate candidates to
serve as directors of the Company and review and evaluate incumbent directors; (4) serve as a focal point for communication between such
candidates, non-committee directors and the Company management; (5) recommend to the board of directors for selection candidates
to the board of directors to serve as nominees for director for the annual meeting of shareholders; (6) make other recommendations to
the board of directors regarding affairs relating to the directors of the Company including director compensation; and (7) perform any
other duties as directed by the board of directors.
The nominating
and corporate governance committee consists of Eli Casdin, who will be serving as
the chairperson, Kevin Conroy, Stephen Quake and Anne Margulies.
The Board has
adopted a written charter for the nominating and corporate governance committee, which is
available free of charge on our corporate website (www.somalogic.com). The information on our website is not part of this Current
Report on Form 8-K.
Compensation Committee Interlocks and Insider Participation
The information described in the Proxy Statement/Prospectus
in the section entitled “Compensation Committee Interlocks and Insider Participation” beginning on page 195 thereof
is also incorporated herein by reference.
Compensation of Directors and Executive Officers
The compensation of the Company’s named executive
officers is described in the Proxy Statement/Prospectus in the section entitled “Compensation of Directors and Executive Officers”
beginning on page 271 thereof, and that information is incorporated herein by reference.
Certain Relationships and Related Person Transactions, and Director
Independence
Certain relationships and related person transactions
are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Party Transactions”
beginning on page 292 thereof, and that information is incorporated herein by reference.
A description of the Company’s independent directors
is described in the Proxy Statement/Prospectus in the section entitled “Management—Director Independence”
beginning on page 192 thereof, and that information is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal
proceedings in the section of the Proxy Statement/Prospectus titled “SomaLogic’s Business—Legal Proceedings”
beginning on page 241, which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common Equity
and Related Stockholder Matters
Market Information and Dividends
The Common Stock and the warrants sold in the IPO
commenced trading on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SLGC”
and “SLGCW,” respectively, on September 2, 2021, subject to ongoing review of the Company’s satisfaction of all listing
criteria following the Business Combination, in lieu of the Class A Common Stock and warrants of CMLS II. CMLS II’s units ceased
trading separately on the Nasdaq on September 2, 2021.
The Company has never declared or paid any cash dividends
and does not presently plan to pay cash dividends in the foreseeable future. The payment of any cash dividends will be within the discretion
of the Board. We currently expect that the Company will retain future earnings to finance operations and grow its business, and we do
not expect the Company to declare or pay cash dividends for the foreseeable future.
Holders of Record
Effective
upon the Closing Date, including the redemption of Public Shares as described above,
the conversion of the Class B Common Stock as described above, and the consummation of the PIPE Investment, the Company had 181,163,363
shares of Common Stock outstanding held of record by approximately 534 holders and no shares of preferred stock outstanding. Such amounts
do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.
Securities Authorized for Issuance Under Equity Compensation Plans
Reference is made to the disclosure described in the
Proxy Statement/Prospectus in the section entitled “Proposal No. 3—The Incentive Plan Proposal” beginning on
page 176 thereof, and “Proposal No. 4—The ESPP Proposal” beginning on page 182 thereof, which are incorporated
herein by reference. The SomaLogic, Inc. 2021 Omnibus Incentive Plan and SomaLogic, Inc. 2021 Employee Stock Purchase Plan and the material
terms thereunder, including the authorization of the initial share reserve thereunder, were approved by CMLS II’s stockholders at
the Special Meeting.
Recent Sales of Unregistered Securities
The information set forth under Item 3.02 of this
Current Report on Form 8-K relating to the issuance of Common Stock in connection with the PIPE Investment is incorporated herein by reference.
Description of Registrant’s Securities to be Registered
The Company’s securities are described in the
Proxy Statement/Prospectus in the section entitled “Description of Securities” beginning on page 273 thereof and
that information is incorporated herein by reference. As described below, the Company’s Second Amended and Restated Certificate
of Incorporation was approved by CMLS II’s stockholders at the Special Meeting and became effective as of the Closing Date.
Indemnification of Directors and Officers
The indemnification of our directors and officers
is described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Party Transactions—Indemnification
Agreements” beginning on page 298 thereof and that information is incorporated herein by reference.
Financial Statements and Supplementary Data
Reference is made to the disclosure set forth under
Item 9.01 of this Report relating to the financial information of the Company, and to Exhibit 99.3 to this Report, all of which are incorporated
herein by reference.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Reference is made to the disclosure set forth under
Item 4.01 of this Report relating to the change in the Company’s certifying accountant, which is incorporated herein by reference.