Current Report Filing (8-k)
August 30 2022 - 5:25PM
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2022-08-25
2022-08-25
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SLGC:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-08-25
2022-08-25
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 25, 2022
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 to the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Class
A common stock, $0.0001 par value per share |
|
SLGC |
|
The
NASDAQ Stock Market LLC |
Warrants,
each exercisable for one share of Class A 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 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 ☒
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
1.02 Termination of a Material Definitive Agreement.
On
August 25, 2022 (the “Termination Date”), SomaLogic Operating Co., Inc. (“SomaLogic
Opco”), a wholly owned subsidiary of SomaLogic, Inc. (the “Company”),
agreed with Louisville 1 Industrial Owner, LLC (“Landlord 1”) and Louisville 2 Industrial Owner, LLC (“Landlord
2” and together with Landlord 1, collectively, the “Landlord”) to terminate that certain Lease Agreement
between SomaLogic Opco and Landlord 1 relating to the lease of a building (“Building 1”) at 1350 South 96th
Street in Louisville, Colorado (“Lease 1”) and that certain Lease Agreement between SomaLogic Opco and Landlord 2
relating to the lease of a building (“Building 2”) at 1452 South 96th Street in Louisville, Colorado (“Lease
2” and together with Lease 1, collectively, the “Leases”). Building 1 and Building 2, comprise 100,080 square
feet and 98,640 square feet, respectively, of planned office, warehouse, laboratory and other space and was intended to serve as the
Company’s future headquarters. The Company evaluated the cost of the Leases and determined that it would be in the best interest
of the Company to terminate these agreements and maintain the location of its current headquarters at this time.
As
consideration for the termination of the Leases, SomaLogic Opco agreed to pay to the Landlord a termination fee of $6,000,000.00 (the
“Termination Fee”) to be paid as follows: (i) $2,500,000.00 on the Termination Date or within one business day of
the Termination Date and (ii) $3,500,000.00 (the “Final Payment”) on January 2, 2023. In the event the Landlord enters
into a subsequent lease agreement for either the entirety of Building 1 or the entirety of Building 2 with certain counterparties on
or before January 2, 2023, then the Final Payment shall be reduced by $1,000,000.00 so that the total Termination Fee paid by SomaLogic
Opco is $5,000,000.00. If SomaLogic Opco fails to make the Final Payment as and when due, interest shall thereafter accrue at a rate
of 12% per annum until it is paid.
Under
the terms of the Leases, SomaLogic Opco was required to deliver a letter of credit in the amount of approximately $2,000,000 for each
of Lease 1 and Lease 2 to secure the obligations under each of the Leases (the “Security Deposit”). As a result of
the termination of the Leases, the Security Deposit shall remain in place to guarantee the payment of the Termination Fee. The Security
Deposit shall be released upon SomaLogic Opco’s full performance of the Termination Agreement, including full payment of the Termination
Fee.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
Exhibit Number |
|
Exhibit Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
SomaLogic,
Inc. |
|
(Registrant) |
|
|
|
|
By: |
/s/
Ruben Gutierrez |
|
Name: |
Ruben
Gutierrez |
|
Title: |
General
Counsel |
August
30, 2022
2
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