Item 8.01. Other Events.
On February 13, 2023, SomaLogic, Inc. (the “Company”),
filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General
Corporation Law (“DGCL”), seeking validation of an amendment to its certificate of incorporation increasing the authorized
common stock of the Company (as further described below) and the shares issued pursuant thereto.
At a special meeting of the stockholders of the
Company held on August 31, 2021 (the “2021 Special Meeting”), a majority of the then-outstanding shares of the Company’s
Class A common stock and Class B common stock, voting as a single class, voted to approve the Company’s Second Amended and Restated
Certificate of Incorporation, which, among other things, increased the authorized shares of the Company’s common stock from 400,000,000
to 600,000,000 shares of common stock (eliminating its Class B common stock and renaming Class A common stock as “common stock”)
(the “Authorized Share Charter Amendment”).
A recent decision
of the Court of Chancery has created uncertainty regarding the validity of the Authorized Share Charter Amendment and whether a separate
vote of the holders of a majority of the outstanding shares of Class A common stock entitled to vote on the Authorized Share Charter Amendment
would have been required under Section 242(b)(2) of the DGCL.
The Company continues
to believe that a separate vote of Class A common stock was not required to approve the Authorized Share Charter Amendment. However,
in light of the recent Court of Chancery decision, the Company filed a petition in the Court of Chancery pursuant to Section 205 of the
DGCL seeking validation of the Authorized Share Charter Amendment and the shares issued pursuant thereto to resolve any uncertainty with
respect to those matters. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to validate potentially defective
corporate acts and stock after considering a variety of factors.
While the Company believes that a separate vote
of Class A common stock was not required to approve the Authorized Share Charter Amendment at the 2021 Special Meeting, and therefore
that all of the currently outstanding shares of common stock of the Company are validly issued, if the Company is not successful in the
Section 205 proceeding, the uncertainty with respect to the Company’s capitalization resulting from the Court of Chancery’s
decision referenced above could have a material adverse effect on the Company until the underlying issues are definitively resolved.
Forward-Looking Statements
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements
of present or historical fact included in this Current Report, are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,”
“project” or the negative of such terms and other similar expressions that predict or indicate future events or trends or
that are not statements of present or historical matters. These statements are based on various assumptions, whether or not identified
herein, and on the current expectations of the Company and are not predictions of actual outcomes. Actual
events and circumstances are impossible to predict and are beyond the control of the Company.
With respect to the matters addressed in this
Current Report, no assurances can be made regarding the outcome of the Company’s proceeding pursuant to Section 205 of the DGCL.
The Section 205 proceeding is subject to inherent uncertainties and is beyond the Company’s control and may not result in timely
resolution of the uncertainty regarding the Company’s capitalization, if at all. If the Company is unsuccessful in the Section 205
proceeding, it could have a material adverse effect on the Company.
The Company cautions
you that these forward-looking statements are subject to numerous risk and uncertainties, most of which are difficult to predict and many
of which are beyond the control of the Company. Additional risks and uncertainties that could
affect the Company and its financial results are included under the captions “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings with the Securities and
Exchange Commission. Additional information will also be set forth in other filings that the Company makes with the SEC from time to time. All
forward-looking statements in this Current Report are based on information available to the Company as of the date hereof, and you should
not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this Current Report on
Form 8-K. The Company assumes no obligation to update the forward-looking statements provided to reflect events that occur or circumstances
that exist after the date on which they were made, except as required by applicable law