UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2021
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-40090
CM LIFE SCIENCES II
(Exact name of registrant as specified in its charter)
| Delaware | ||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification | |||||||
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
(Address, of Principal Executive Offices, including zip code)
(212) 474-6745
(Registrant’scode, and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrantRegistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No ☐
Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit such files). Yes ☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | |||||||||||||||||||||||||
| Non-accelerated filer | Smaller reporting company | |||||||||||||||||||||||||
| 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)7(a)(2)(B) of the ExchangeSecurities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒ No ☐
As of August 16,October 29, 2021, 27,600,000there were approximately 181,172,759 shares of Class Athe registrant's common stock $0.0001 par value per share, and 6,900,000 shares of Class B common stock, $0.0001 par value per share, were issued and outstanding.
CM LIFE SCIENCES II INC.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page | ||||||||
| Item 2. | ||||||||
PART I1 – FINANCIAL INFORMATION
CM LIFE SCIENCES II INC.
CONDENSED BALANCE SHEETS
| September 30, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 468,708 | $ | 164,944 | |||||||
| Investments | 206,995 | 39,954 | |||||||||
| Accounts receivable, net | 14,690 | 17,449 | |||||||||
| Inventory | 10,646 | 7,020 | |||||||||
| Deferred costs of services | 883 | 1,450 | |||||||||
| Prepaid expenses and other current assets | 5,414 | 1,158 | |||||||||
| Total current assets | 707,336 | 231,975 | |||||||||
| Non-current inventory | 3,810 | 6,024 | |||||||||
| Property and equipment, net | 6,487 | 3,913 | |||||||||
| Other long-term assets | 908 | 378 | |||||||||
| Total assets | $ | 718,541 | $ | 242,290 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 11,340 | $ | 7,064 | |||||||
| Accrued liabilities | 6,489 | 6,310 | |||||||||
| Deferred revenue | 3,998 | 1,762 | |||||||||
| Deferred rent | 59 | 238 | |||||||||
| Current portion of long-term debt | — | 2,423 | |||||||||
| Total current liabilities | 21,886 | 17,797 | |||||||||
| Warrant liabilities | 36,340 | — | |||||||||
| Earn-out liability | 30,678 | — | |||||||||
| Deferred revenue, net of current portion | 2,627 | 3,415 | |||||||||
| Convertible debt | — | 1,926 | |||||||||
| Long-term debt | — | 32,326 | |||||||||
| Other long-term liabilities | 1,111 | 909 | |||||||||
| Total liabilities | 92,642 | 56,373 | |||||||||
| 0 | 0 | ||||||||||
| Stockholders’ equity (deficit) | |||||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020 | — | — | |||||||||
| Common stock, $0.0001 par value; 600,000,000 shares authorized; 181,164,377 and 114,266,515 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 18 | 11 | |||||||||
| Additional paid-in capital | 1,101,499 | 597,274 | |||||||||
| Accumulated other comprehensive loss | (12) | (2) | |||||||||
| Accumulated deficit | (475,606) | (411,366) | |||||||||
| Total stockholders’ equity (deficit) | 625,899 | 185,917 | |||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 718,541 | $ | 242,290 | |||||||
| June 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 673,770 | $ | — | ||||
| Prepaid Expenses | 128,610 | — | ||||||
| Total current assets | 802,380 | — | ||||||
| Deferred offering costs | — | 72,202 | ||||||
| Cash and Investments held in Trust Account | 276,009,453 | — | ||||||
| Total Assets | $ | 276,811,833 | $ | 72,202 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accrued offering costs and expenses | $ | 129,710 | $ | 48,340 | ||||
| Total current liabilities | 129,710 | 48,340 | ||||||
| Deferred underwriting fee | 9,660,000 | — | ||||||
| Warrant liability | 58,331,844 | — | ||||||
| Total liabilities | 68,121,554 | 48,340 | ||||||
| Commitments | ||||||||
| Class A common stock subject to possible redemption, 20,369,028 and 0 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | 203,690,277 | — | ||||||
| Stockholders’ Equity: | ||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
| Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 7,230,972 and 0 shares issued and outstanding (excluding 20,369,028 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively | 723 | — | ||||||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding at June 30, 2021 and December 31, 2020(1) | 690 | 690 | ||||||
| Additional paid-in capital | 48,275,606 | 24,310 | ||||||
| Accumulated deficit | (43,277,017 | ) | (1,138 | ) | ||||
| Total stockholders’ equity | 5,000,002 | 23,862 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 276,811,833 | $ | 72,202 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CM LIFE SCIENCES II INC.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Assay services revenue | $ | 17,499 | $ | 11,378 | $ | 48,308 | $ | 22,166 | ||||||||||||||||||
| Product revenue | 75 | 455 | 730 | 1,144 | ||||||||||||||||||||||
| Collaboration revenue | 763 | 763 | 2,288 | 1,720 | ||||||||||||||||||||||
| Other revenue | 1,655 | 1,637 | 7,306 | 2,636 | ||||||||||||||||||||||
| Total revenue | 19,992 | 14,233 | 58,632 | 27,666 | ||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Cost of assay services revenue | 8,737 | 4,750 | 22,548 | 11,883 | ||||||||||||||||||||||
| Cost of product revenue | 33 | 163 | 452 | 497 | ||||||||||||||||||||||
| Research and development | 15,596 | 6,884 | 32,304 | 23,180 | ||||||||||||||||||||||
| Selling, general and administrative | 20,632 | 8,337 | 48,274 | 26,755 | ||||||||||||||||||||||
| Total operating expenses | 44,998 | 20,134 | 103,578 | 62,315 | ||||||||||||||||||||||
| Loss from operations | (25,006) | (5,901) | (44,946) | (34,649) | ||||||||||||||||||||||
| Other (expense) income | ||||||||||||||||||||||||||
| Interest income and other, net | 55 | 13 | 126 | 138 | ||||||||||||||||||||||
| Interest expense | (2) | (1,595) | (1,324) | (9,590) | ||||||||||||||||||||||
| Change in fair value of warrant liabilities | (8,111) | — | (8,111) | — | ||||||||||||||||||||||
| Change in fair value of earn-out liability | (5,662) | — | (5,662) | — | ||||||||||||||||||||||
| Loss on extinguishment of debt, net | (2,693) | — | (4,323) | — | ||||||||||||||||||||||
| Total other expense | (16,413) | (1,582) | (19,294) | (9,452) | ||||||||||||||||||||||
| Net loss | $ | (41,419) | $ | (7,483) | $ | (64,240) | $ | (44,101) | ||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||
| Net unrealized loss on available-for-sale securities | $ | (15) | $ | (3) | $ | (7) | $ | (23) | ||||||||||||||||||
| Foreign currency translation loss | (4) | (2) | (3) | (6) | ||||||||||||||||||||||
| Total other comprehensive loss | (19) | (5) | (10) | (29) | ||||||||||||||||||||||
| Comprehensive loss | $ | (41,438) | $ | (7,488) | $ | (64,250) | $ | (44,130) | ||||||||||||||||||
| Net loss per share, basic and diluted | $ | (0.55) | $ | (0.12) | $ | (1.01) | $ | (0.72) | ||||||||||||||||||
| Weighted-average shares used to compute net loss per share, basic and diluted | 75,684,521 | 61,099,901 | 63,752,006 | 60,934,489 | ||||||||||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021
| For the Three Months Ended June 30, 2021 | For the Six Months Ended June 30, 2021 | |||||||
| Operating costs | $ | 798,326 | $ | 855,945 | ||||
| Loss from Operations | (798,326 | ) | (855,945 | ) | ||||
| Other income (expense): | ||||||||
| Interest earned on cash and marketable securities held in Trust Account | 6,882 | 9,453 | ||||||
| Offering costs allocated to warrants | — | (504,743 | ) | |||||
| Change in fair value of warrant liability | (16,073,179 | ) | (41,924,644 | ) | ||||
| Total other expenses | (16,066,297 | ) | (42,419,934 | ) | ||||
| Net loss | $ | (16,864,623 | ) | $ | (43,275,879 | ) | ||
| Weighted average shares outstanding of Class A common stock, basic and diluted | 27,600,000 | 27,600,000 | ||||||
| Basic and diluted net loss per share, Class A | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares outstanding of Class B common stock, basic and diluted | 6,900,000 | 6,626,519 | ||||||
| Basic and diluted net loss per share, Class B | $ | (2.44 | ) | $ | (6.53 | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| Redeemable Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 31,485,973 | $ | 202,116 | 73,481,228 | $ | 735 | (113,220) | $ | (352) | $ | 394,786 | $ | (2) | $ | (411,366) | $ | (16,199) | |||||||||||||||||||||||||||||||||||||||||||||
| Retrospective application of recapitalization | (31,485,973) | (202,116) | 40,785,287 | (724) | 113,220 | 352 | 202,488 | — | — | 202,116 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Balance at December 31, 2020 | — | $ | — | 114,266,515 | $ | 11 | — | $ | — | $ | 597,274 | $ | (2) | $ | (411,366) | $ | 185,917 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 411,789 | — | — | — | 877 | — | — | 877 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | 162,737 | — | — | — | 114 | — | — | 114 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 3,140 | — | — | 3,140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares in cashless exercise | — | — | (15,189) | — | — | — | (56) | — | — | (56) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (5) | — | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (9,484) | (9,484) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | — | $ | — | 114,825,852 | $ | 11 | — | $ | — | $ | 601,349 | $ | (7) | $ | (420,850) | $ | 180,503 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 545,677 | — | — | — | 1,915 | — | — | 1,915 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | — | — | — | — | 150 | — | — | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 4,614 | — | — | 4,614 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | 14 | — | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (13,337) | (13,337) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | — | $ | — | 115,371,529 | $ | 11 | — | $ | — | $ | 608,028 | $ | 7 | $ | (434,187) | $ | 173,859 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 19,116 | — | — | — | 63 | — | — | 63 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | 12,342 | — | — | — | 273 | — | — | 273 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon conversion of convertible debt | — | — | 571,642 | — | — | — | 4,631 | — | — | 4,631 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 11,742 | — | — | 11,742 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon Business Combination, net of transaction costs of $31,511 | — | — | 28,689,748 | 3 | — | — | 119,568 | — | — | 119,571 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802 | — | — | 36,500,000 | 4 | — | — | 357,194 | — | — | 357,198 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (19) | — | (19) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (41,419) | (41,419) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | — | $ | — | 181,164,377 | $ | 18 | — | $ | — | $ | 1,101,499 | $ | (12) | $ | (475,606) | $ | 625,899 | |||||||||||||||||||||||||||||||||||||||||||||
CM LIFE SCIENCES II INC.UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYCondensed Consolidated Statements of Redeemable Convertible Preferred Stock andFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021Stockholders’ Equity (Deficit)
Unaudited
| Class A | Class B | Additional | Total | |||||||||||||||||||||||||
| Common stock | Common stock(1) | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2021 | — | $ | — | 6,900,000 | $ | 690 | $ | 24,310 | $ | (1,138 | ) | $ | 23,862 | |||||||||||||||
| Sale of 27,600,000 Units, net of underwriting discount, offering expenses and fair value of public warrants | 27,600,000 | 2,760 | — | — | 251,939,536 | — | 251,942,296 | |||||||||||||||||||||
| Net loss | — | — | — | — | — | (26,411,256 | ) | (26,411,256 | ) | |||||||||||||||||||
| Class A common stock subject to possible redemption | (22,055,490 | ) | (2,206 | ) | — | — | (220,552,694 | ) | — | (220,554,900 | ) | |||||||||||||||||
| Balance as of March 31, 2021 (unaudited) | 5,544,510 | $ | 554 | 6,900,000 | $ | 690 | $ | 31,411,152 | $ | (26,412,394 | ) | $ | 5,000,002 | |||||||||||||||
| Net loss | — | — | — | — | — | (16,864,623 | ) | (16,864,623 | ) | |||||||||||||||||||
| Class A common stock subject to possible redemption | 1,686,462 | 169 | — | — | 16,864,454 | — | 16,864,623 | |||||||||||||||||||||
| Balance as of June 30, 2021 (unaudited) | 7,230,972 | $ | 723 | 6,900,000 | $ | 690 | $ | 48,275,606 | $ | (43,277,017 | ) | $ | 5,000,002 | |||||||||||||||
| Redeemable Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | — | $ | — | 72,657,092 | $ | 727 | (112,645) | $ | (347) | $ | 378,364 | $ | 27 | $ | (358,351) | $ | 20,420 | |||||||||||||||||||||||||||||||||||||||||||||
| Retrospective application of recapitalization | — | — | (11,857,590) | (721) | 112,645 | 347 | 374 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Balance at December 31, 2019 | — | $ | — | 60,799,502 | $ | 6 | — | $ | — | $ | 378,738 | $ | 27 | $ | (358,351) | $ | 20,420 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 18,019 | — | — | — | 38 | — | — | 38 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | — | — | — | — | 115 | — | — | 115 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 3,039 | — | — | 3,039 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surrender of shares in cashless exercise | — | — | (481) | — | — | — | (5) | — | — | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (18) | — | (18) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | 148 | — | — | 148 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (17,579) | (17,579) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | — | $ | — | 60,817,040 | $ | 6 | — | $ | — | $ | 382,073 | $ | 9 | $ | (375,930) | $ | 6,158 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 152,464 | — | — | — | 247 | — | — | 247 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | 73,752 | — | — | — | 38 | — | — | 38 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 3,555 | — | — | 3,555 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (6) | — | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (19,039) | (19,039) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | — | $ | — | 61,043,256 | $ | 6 | — | $ | — | $ | 385,913 | $ | 3 | $ | (394,969) | $ | (9,047) | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock upon exercise of options | — | — | 283,141 | — | — | — | 534 | — | — | 534 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock for services | — | — | — | — | — | — | 37 | — | — | 37 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | 3,050 | — | — | 3,050 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | (5) | — | (5) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | (7,483) | (7,483) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | — | $ | — | 61,326,397 | $ | 6 | — | $ | — | $ | 389,534 | $ | (2) | $ | (402,452) | $ | (12,914) | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| Nine Months Ended September 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Operating activities | ||||||||||||||
| Net loss | $ | (64,240) | $ | (44,101) | ||||||||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||||||||
| Stock-based compensation expense | 20,700 | 9,833 | ||||||||||||
| Depreciation and amortization | 1,909 | 2,079 | ||||||||||||
| Amortization of debt issuance costs, discounts and premiums | 258 | 1,573 | ||||||||||||
| Change in fair value of compound derivative liability | 7 | 4,846 | ||||||||||||
| Change in fair value of warrant liabilities | 8,111 | — | ||||||||||||
| Change in fair value of earn-out liability | 5,662 | — | ||||||||||||
| Amortization of premium (accretion of discount) on available-for-sale securities, net | 276 | (62) | ||||||||||||
| Provision (recovery) for excess and obsolete inventory | 623 | (295) | ||||||||||||
| (Recovery) provision for doubtful accounts | (14) | 15 | ||||||||||||
| Loss on extinguishment of debt, net | 4,323 | — | ||||||||||||
| Paid-in-kind interest | 165 | 329 | ||||||||||||
| Other | 11 | 47 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | 2,773 | (3,526) | ||||||||||||
| Prepaid expenses and other current assets | (4,228) | (84) | ||||||||||||
| Inventory | (2,035) | (225) | ||||||||||||
| Deferred costs of services | 567 | (2,273) | ||||||||||||
| Other long-term assets | — | (15) | ||||||||||||
| Accounts payable | 1,992 | 2,437 | ||||||||||||
| Deferred revenue | 1,448 | 664 | ||||||||||||
| Accrued and other liabilities | (2) | 1,007 | ||||||||||||
| Payment of paid-in-kind interest on extinguishment of debt | (752) | — | ||||||||||||
| Net cash used in operating activities | (22,446) | (27,751) | ||||||||||||
| Investing activities | ||||||||||||||
| Proceeds from sale of property and equipment | 8 | — | ||||||||||||
| Purchase of property and equipment | (3,021) | (689) | ||||||||||||
| Purchase of available-for-sale securities | (241,891) | (5,738) | ||||||||||||
| Proceeds from sales and maturities of available-for-sale securities | 74,567 | 37,273 | ||||||||||||
| Net cash (used in) provided by investing activities | (170,337) | 30,846 | ||||||||||||
| Financing activities | ||||||||||||||
| Repayment of long-term debt | (36,512) | — | ||||||||||||
| Proceeds from PIPE Investment, net of transaction costs | 357,198 | — | ||||||||||||
| Proceeds from Business Combination, net of transaction costs | 173,601 | — | ||||||||||||
| Proceeds from Paycheck Protection Program loan | — | 3,520 | ||||||||||||
| Proceeds from SAFE agreement | — | 5,000 | ||||||||||||
| Proceeds from exercise of stock options | 2,801 | 815 | ||||||||||||
| Net cash provided by financing activities | 497,088 | 9,335 | ||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (11) | (15) | ||||||||||||
| Net increase in cash, cash equivalents and restricted cash | 304,294 | 12,415 | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 165,194 | 14,310 | ||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 469,488 | $ | 26,725 | ||||||||||
CM LIFE SCIENCES II INC.CONDENSED STATEMENT OF CASH FLOWSCondensed Consolidated Statements of Cash FlowsFOR THE SIX MONTHS ENDED JUNE 30, 2021Unaudited
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Cash paid for interest | $ | 1,627 | $ | 2,827 | ||||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||||||||
| Purchase of property and equipment included in accounts payable | $ | 1,471 | $ | 185 | ||||||||||
| Surrender of shares in cashless exercise | 56 | 5 | ||||||||||||
| Amendment fee related to extinguishment of debt financed through additional principal | — | 2,500 | ||||||||||||
| Issuance of Common Stock for services | 535 | 189 | ||||||||||||
| Transaction costs included in accounts payable | 743 | — | ||||||||||||
| Forgiveness of Paycheck Protection Program loan and accrued interest | 3,561 | — | ||||||||||||
| Issuance of Common Stock for conversion of convertible debt | 4,631 | — | ||||||||||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||||||||||
| Cash and cash equivalents | $ | 468,708 | $ | 26,475 | ||||||||||
| Restricted cash included in other long-term assets | 780 | 250 | ||||||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | 469,488 | $ | 26,725 | ||||||||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (43,275,879 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | �� | |||
| Interest earned on marketable securities held in Trust Account | (9,453 | ) | ||
| Offering costs allocated to warrants | 504,743 | |||
| Change in fair value of warrant liability | 41,924,644 | |||
| Changes in operating assets and liabilities: | ||||
| Prepaid assets | (128,610 | ) | ||
| Accrued expenses | 128,572 | |||
| Net cash used in operating activities | (855,983 | ) | ||
| Cash Flows from Investing Activities: | ||||
| Investment of cash in Trust Account | (276,000,000 | ) | ||
| Net cash used in investing activities | (276,000,000 | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from sale of Units, net of underwriter’s fees | 270,480,000 | |||
| Proceeds from issuance of Private Placement Warrants | 7,520,000 | |||
| Payment of offering costs | (470,247 | ) | ||
| Net cash provided by financing activities | 277,529,753 | |||
| Net change in cash | 673,770 | |||
| Cash, beginning of period | — | |||
| Cash, end of the period | $ | 673,770 | ||
| Supplemental disclosure of non-cash financing activities: | ||||
| Initial value of Class A common stock subject to possible redemption | $ | 237,186,060 | ||
| Change to Class A common stock subject to possible redemption | $ | (33,495,783 | ) | |
| Deferred underwriter’s discount payable charged to additional paid-in capital | $ | 9,660,000 | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CM LIFE SCIENCES II INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 — Description of Business
As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.
The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 22,On September 1, 2021 (the “Effective“Closing Date”). On February 25, 2021, the Company, we consummated the IPO of 27,600,000 unitsbusiness combination (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”“Business Combination”), including 3,600,000 Units issued pursuant to the full exercise of the underwriter’s over-allotment option, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of one redeemable warrant to purchase one share of Class A Common Stock at a price of $11.50 per whole share.
Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 private placement warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement (the “Private Placement”) to the Company’s Sponsor, CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”) and the Company’s independent directors, generating gross proceeds of $7,520,000, which is discussed in Note 4.
Transaction costs of the IPO amounted to $15,675,247 consisting of $5,520,000 of underwriting discount, $9,660,000 of deferred underwriting discount, and $495,247 of other offering costs.
Following the closing of the IPO on February 25, 2021, $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO, including the proceeds from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the IPO or during any Extension Period, subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a stockholder vote to amend its amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO or during any Extension Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.
The Company will have 24 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”) or during any extended period of time that it may have to consummate an initial Business Combination as a result of an amendment to its amended and restated certificate of incorporation (the “Extension Period”). However, if the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any Extension Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period, and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company will enter into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Liquidity and Capital Resources
As of June 30, 2021, the Company had approximately $0.7 million in its operating bank account, and working capital of approximately $0.7 million.
The Company’s liquidity needs up to February 25, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares and access to a loan under an unsecured promissory note from the Sponsor of $300,000 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of June 30, 2021, there were no amounts outstanding under any working capital loan.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Agreement and Plan of Merger
On March 28, 2021, the Company and its wholly owned subsidiary, S-Craft Merger Sub, Inc. (“Merger Sub”) entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 and Amendment No. 2 thereto, dated as of May 12, 2021 and July 15, 2021, respectively (the “Merger Agreement”), with SomaLogic, Inc., a Delaware corporation (“SomaLogic”). Pursuant to the terms of the Merger Agreement, the Company will acquire SomaLogic through the merger of Merger Sub with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of the Company (the “Merger”). Upon the consummation of the transactions contemplated by the Merger Agreement (“SomaLogic Business Combination”(as amended, the “Merger Agreement”), dated March 28, 2021 by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II (“Merger Sub”), and SomaLogic Operating ("Old SomaLogic"). Pursuant to the Company will changeMerger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination (the “Closing”), CMLS II changed its name to SomaLogic, Inc. The, and Old SomaLogic Business Combination was approved bychanged its name to SomaLogic Operating Co., Inc.
Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of SomaLogic for at least $1.25 billion in aggregate consideration consisting of 125,000,000 shares of the Company’s Class A Common Stock (assuming no cash elections will be made by SomaLogic stockholders) and up to an additional 5,000,000 shares of the Company’s Class A Common Stock pursuant to the Earn-Out Shares (as defined below). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (“Effective Time”)Business Combination
The exchange ratio is currently expected to be 0.8426 shares of Class A Common Stock per share of SomaLogic’s Class B common stock, after giving effect to the conversion of each share of SomaLogic preferred stock into two shares of SomaLogic Class B common stock.
Following the closing of the SomaLogic Business Combination and as additional consideration for the Mergerpresentation of historical amounts and balances after the other transactions, if at any time between the 13-month anniversary of the closing and the 24-month anniversary of the closing (inclusive of the first and last day of such period, the “Earn-Out Period”), the volume-weighted average closing sale price of a share of the Company’s Class ABusiness Combination. The Company's Common Stock as reported on Nasdaq for a period of at least 20 out of 30 consecutive trading days endingand warrants to purchase Common Stock are now listed on the trading day immediately prior toNasdaq under the date of determinationticker symbols “SLGC” and "SLGCW".
The SomaLogic Business Combination will have no effect on the Class A Common Stock that is issued and outstanding as of immediately prior to the Effective Time, which will continue to remain outstanding. The shares of Class B common stock, par value $0.0001 of the Company (“Class B Common Stock”) held by the Company’s Initial Stockholders and referred to as the Founder Shares will automatically convert into Class A Common Stock concurrently with or immediately following the consummation of the SomaLogic Business Combination on a one-for-one basis.
Upon the Closing, the former SomaLogic stockholders are expected to hold, in the aggregate, approximately 61.7% of the outstanding shares of the post-combination company (assuming no cash elections will be made by SomaLogic stockholders).
In connection with the SomaLogic Business Combination, the Company entered into subscription agreements, each dated as of March 28, 2021 (“Subscription Agreements”), with certain institutional investors (collectively, “PIPE Investors”), including certain stockholders of SomaLogic and certain affiliates of CMLS Holdings II LLC (the “Sponsor”), pursuant to which, among other things, the Company agreed to issue and sell to the PIPE Investors, in private placements to close immediately prior to the Closing, an aggregate of 37,500,000 shares of Class A Common Stock at $10.00 per share, for an aggregate purchase price of $375,000,000 (“PIPE Investment”).
The Merger Agreement allows the parties to terminate the Merger Agreement if certain customary conditions described in the Merger Agreement are not satisfied, including, without limitation, each party’s right to terminate, subject to certain limited exceptions, if the SomaLogic Business Combination is not consummated by December 31, 2021. If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful and intentional breach of the Merger Agreement or intentional fraud in the making of the representations and warranties in the Merger Agreement.
Risks and Uncertainties
Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negativeits effect on the Company’s financial position, results of its operations and/or searchbusiness. The COVID-19 pandemic resulted in delays in fundraising efforts and revenue during fiscal year 2020. In response, the Company took aggressive actions to reduce spend and contain costs including implementing a hiring freeze, eliminating travel, executing early lease terminations for a target company,2 administrative buildings in Boulder, Colorado, as well as closing the specific impact is not readily determinable as ofCompany’s Oxford, United Kingdom laboratory. The Company experienced notable shifts in research funding in the date of these financial statements. The financial statements do not include any adjustments that might resultpharmaceutical industry to COVID-19 research, largely delaying revenue from the outcomefirst half of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
The accompanying unauditedprepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements of Old SomaLogic as of and for the year ended December 31, 2020, and of CMLS II as of December 31, 2020 and for the period from December 15, 2020 (inception) through December 31, 2020. The December 31, 2020 includedcondensed consolidated balance sheet presented herein was derived from Old SomaLogic’s audited consolidated financial statements.
Emerging Growth Company Status
Further, Section 102(b)(1)our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the JOBS Act exempts emerging growth companies from being requirednumber of shares of our Common Stock is reflected retrospectively to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered underthe earliest period presented, based upon the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition periodRatio, and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application datesutilized for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differencescalculating net loss per share in accounting standards used.
Making Significant estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates includedand assumptions reflected in these financial statements isinclude, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the determinationvaluation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actualcircumstances. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.
Marketable Securities Held in Trust Account
At June 30, 2021, the assets held in the Trust Account were held in money market funds which only invest in U.S. government treasury obligations. During the three and six months ended June 30, 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations.
Concentration of Credit Risk
| Accounts Receivable | Revenue | ||||||||||||||||||||||||||||||||||
| September 30, 2021 | December 31, 2020 | Three months ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||||
| Customer A | 36% | 26% | 27 | % | 23 | % | 24 | % | 35 | % | |||||||||||||||||||||||||
| Customer B | * | 11% | * | 39 | % | 17 | % | 20 | % | ||||||||||||||||||||||||||
| Customer C | 10% | 25% | * | 11 | % | 11 | % | * | |||||||||||||||||||||||||||
| Customer D | * | 16% | * | * | * | * | |||||||||||||||||||||||||||||
| Customer E | 11% | * | * | * | * | * | |||||||||||||||||||||||||||||
The Company evaluated
Offering Costs Associated with the IPO
The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statementcondensed consolidated statements of operations inand comprehensive loss. See Note 3,
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Common Stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s shares of Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021, 20,369,028 shares of Class A Common Stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet.
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of June 30, 2021 and December 31, 2020.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interestrevenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the
Net Loss Per Common Share
Net loss per share is computed by dividing net loss byeffects of a significant financing component for contracts where the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,533,333 shares of Class A Common Stock in the calculation of diluted loss per common stock, since they are not yet exercisable.
Reconciliation of Net Loss per Common share
The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Accordingly, basic and diluted income per common share of Class A Common Stock and Class B Common Stock is calculated as follows:
Three Months Ended 2021 | Six Months Ended 2021 | |||||||
| Redeemable Class A common stock: | ||||||||
| Interest income earned on investments held in the Trust Account | $ | 6,882 | $ | 9,453 | ||||
| Less: Interest income available to the Company for taxes | (6,882 | ) | (9,453 | ) | ||||
| Adjusted net income | $ | — | $ | — | ||||
| Weighted average shares outstanding of Class A common stock | 27,600,000 | 27,600,000 | ||||||
| Basic and diluted net income per share, Class A common stock | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Non-redeemable Class B common stock: | ||||||||
| Net Loss | $ | (16,864,623 | ) | $ | (43,275,879 | ) | ||
| Less: Income attributable to Class A common stock | — | — | ||||||
| Adjusted net loss | $ | (16,864,623 | ) | $ | (43,275,879 | ) | ||
| Weighted average shares outstanding of Class B common stock | 6,900,000 | 6,626,519 | ||||||
| Basic and diluted net loss per share, Class B common stock | $ | (2.44 | ) | $ | (6.53 | ) | ||
Fair Value of Financial Instruments
The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection withbetween the transfer of the liabilities in an orderly transaction between market participantsgood or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less.
See Note 8 for additional information on assets and liabilities measured at fair value.
Recent Accounting Pronouncements
the Effects of Reference Rate Reform on Financial Reporting
, which provides optional expedients and exceptions related to contract modifications and hedge accounting to address the transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ThePublic Units
On February 25,
| Shares | |||||
| CMLS II Class A common stock, outstanding prior to Business Combination | 27,600,000 | ||||
| Less: CMLS II Redemption shares | (809,850) | ||||
| Class A common stock of CMLS II, net of redemptions | 26,790,150 | ||||
| Conversion of CMLS II Founder Shares for Common Stock | 6,900,000 | ||||
| Shares issued pursuant to PIPE Investment | 36,500,000 | ||||
Conversion of Old SomaLogic shares for Common Stock (1) | 110,973,213 | ||||
| Total shares of SomaLogic Common Stock, immediately after Business Combination | 181,163,363 | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
(in thousands) | 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||
| Assay services revenue | $ | 17,499 | $ | 11,378 | $ | 48,308 | $ | 22,166 | |||||||||||||||
| Product revenue | 75 | 455 | 730 | 1,144 | |||||||||||||||||||
| Collaboration revenue | 763 | 763 | 2,288 | 1,720 | |||||||||||||||||||
| Other revenue: | |||||||||||||||||||||||
| Royalties | 1,520 | 1,627 | 6,570 | 2,608 | |||||||||||||||||||
| Other | 135 | 10 | 736 | 28 | |||||||||||||||||||
| Total other revenue | 1,655 | 1,637 | 7,306 | 2,636 | |||||||||||||||||||
| Total revenue | $ | 19,992 | $ | 14,233 | $ | 58,632 | $ | 27,666 | |||||||||||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | |||||||||
| Balance at beginning of period | $ | 5,177 | $ | 5,469 | |||||||
| Recognition of revenue included in balance at beginning of period | (1,499) | (1,003) | |||||||||
| Revenue deferred during the period, net of revenue recognized | 2,947 | 711 | |||||||||
| Balance at end of period | $ | 6,625 | $ | 5,177 | |||||||
As of September 30, 2021 (in thousands) | Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Aggregate Fair Value | Fair Value Level | |||||||||||||||||||||||||||
| Cash and cash equivalents: | ||||||||||||||||||||||||||||||||
| Cash | $ | 432,581 | $ | — | $ | — | $ | 432,581 | Level 1 | |||||||||||||||||||||||
| Money market funds | 19,129 | — | — | 19,129 | Level 1 | |||||||||||||||||||||||||||
| Commercial paper | 16,998 | — | — | 16,998 | Level 2 | |||||||||||||||||||||||||||
| Total cash and cash equivalents | 468,708 | — | — | 468,708 | ||||||||||||||||||||||||||||
| Investments: | ||||||||||||||||||||||||||||||||
| Commercial paper | 174,601 | 11 | (13) | 174,599 | Level 2 | |||||||||||||||||||||||||||
| U.S. Treasuries | 2,003 | — | — | 2,003 | Level 2 | |||||||||||||||||||||||||||
| Asset-backed securities | 10,115 | 1 | (3) | 10,113 | Level 2 | |||||||||||||||||||||||||||
| Corporate bonds | 18,285 | — | (5) | 18,280 | Level 2 | |||||||||||||||||||||||||||
| International government securities | 2,000 | — | — | 2,000 | Level 2 | |||||||||||||||||||||||||||
| Total investments | 207,004 | 12 | (21) | 206,995 | ||||||||||||||||||||||||||||
| Total assets measured at fair value on a recurring basis | $ | 675,712 | $ | 12 | $ | (21) | $ | 675,703 | ||||||||||||||||||||||||
As of December 31, 2020 (in thousands) | Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Aggregate Fair Value | Fair Value Level | |||||||||||||||||||||||||||
| Cash and cash equivalents: | ||||||||||||||||||||||||||||||||
| Cash | $ | 138,977 | $ | — | $ | — | $ | 138,977 | Level 1 | |||||||||||||||||||||||
| Money market funds | 23,568 | — | — | 23,568 | Level 1 | |||||||||||||||||||||||||||
| Commercial paper | 2,399 | — | — | 2,399 | Level 2 | |||||||||||||||||||||||||||
| Total cash and cash equivalents | 164,944 | — | — | 164,944 | ||||||||||||||||||||||||||||
| Investments: | ||||||||||||||||||||||||||||||||
| Commercial paper | 33,863 | 2 | (2) | 33,863 | Level 2 | |||||||||||||||||||||||||||
| Corporate bonds | 6,093 | — | (2) | 6,091 | Level 2 | |||||||||||||||||||||||||||
| Total investments | 39,956 | 2 | (4) | 39,954 | ||||||||||||||||||||||||||||
| Total assets measured at fair value on a recurring basis | $ | 204,900 | $ | 2 | $ | (4) | $ | 204,898 | ||||||||||||||||||||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | Fair Value Level | |||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Warrant liability - Public Warrants | $ | 19,044 | $ | — | Level 1 | |||||||||||||||
| Warrant liability - Private Placement Warrants | 17,296 | — | Level 2 | |||||||||||||||||
| Earn-out liability | 30,678 | — | Level 3 | |||||||||||||||||
| Compound derivative liability | — | 425 | Level 3 | |||||||||||||||||
| Total liabilities measured at fair value on a recurring basis | $ | 67,018 | $ | 425 | ||||||||||||||||
| (in thousands) | Fair Value | |||||||
| Fair value of warrant liabilities at Closing | $ | 28,229 | ||||||
| Change in fair value of warrant liabilities | 8,111 | |||||||
| Balance as of September 30, 2021 | $ | 36,340 | ||||||
| September 30, 2021 | September 1, 2021 | |||||||||||||
| Stock price on valuation date | $ | 12.39 | $ | 10.63 | ||||||||||
| Volatility | 88.2 | % | 89.8 | % | ||||||||||
| Risk-free rate | 0.11 | % | 0.10 | % | ||||||||||
| Dividend yield | — | % | — | % | ||||||||||
| (in thousands) | Fair Value | |||||||
| Fair value of earn-out liability at Closing | $ | 25,016 | ||||||
| Change in fair value of earn-out liability | 5,662 | |||||||
| Balance as of September 30, 2021 | $ | 30,678 | ||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | |||||||||
| Raw materials | $ | 14,283 | $ | 12,883 | |||||||
| Finished goods | 173 | 161 | |||||||||
| Total inventory | $ | 14,456 | $ | 13,044 | |||||||
| Inventory (current) | $ | 10,646 | $ | 7,020 | |||||||
| Non-current inventory | $ | 3,810 | $ | 6,024 | |||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | |||||||||
| Lab equipment | $ | 10,017 | $ | 9,865 | |||||||
| Computer equipment | 1,417 | 1,402 | |||||||||
| Furniture and fixtures | 946 | 947 | |||||||||
| Software | 3,366 | 2,657 | |||||||||
| Leasehold improvements | 2,329 | 3,539 | |||||||||
| Construction in progress | 3,252 | 81 | |||||||||
| Total property and equipment, at cost | 21,327 | 18,491 | |||||||||
| Less: Accumulated depreciation and amortization | (14,840) | (14,578) | |||||||||
| Property and equipment, net | $ | 6,487 | $ | 3,913 | |||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | |||||||||
| Accrued compensation | $ | 5,578 | $ | 5,378 | |||||||
| Accrued charitable contributions | 400 | 400 | |||||||||
| Accrued medical claims | 348 | 307 | |||||||||
| Other | 163 | 225 | |||||||||
| Total accrued liabilities | $ | 6,489 | $ | 6,310 | |||||||
| (in thousands) | September 30, 2021 | December 31, 2020 | |||||||||
| Paycheck Protection Program loan | $ | — | $ | 3,520 | |||||||
| Amended and Restated Credit Agreement | — | 33,087 | |||||||||
| Plus: Premium | — | 708 | |||||||||
| Less: Unamortized debt issuance costs | — | (2,566) | |||||||||
| Total long-term debt | $ | — | $ | 34,749 | |||||||
| Current portion of long-term debt | $ | — | $ | 2,423 | |||||||
| Long-term debt, net of current portion | $ | — | $ | 32,326 | |||||||
and Private Placement Warrants, respectively. Each whole warrant entitles the holder to purchase one share of the Company’s Class Aour Common Stock at a price of $11.50 per share subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combinationtime commencing on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
February 25, 2022. The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of its initial Business Combination, andWarrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time,on September 1, 2026 or earlier upon redemption or liquidation.
$18.00 $10.00 a related party (see Note 16, Inputs In addition to the SomaScan® assay, we have developed and released SomaSignal™ tests into an observation market. The SomaSignal™ tests are data-driven diagnostic tests with high predictive power of biological disease and risks to patients which have a wide range of potential applications. We are currently evaluating a CMLS II. Upon the closing of the Liquidity and Capital Resources Critical Accounting Policies We Class A Common Stock equals or exceeds $18.00.warrants:●•in whole and not in part;in whole and not in part;●at a price of $0.01 per warrant;●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and●if, and only if, the closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.Class A Common Stock equals or exceeds $10.00.warrants:●in whole and not in part;●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Common Stock (as defined below) except as otherwise described below; Class A Common Stock (as defined below) except as otherwise described below;●if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and●if the closing price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.The “fair market value” of the Company’s Class A Common Stock shall mean the volume weighted average price of the Company’s Class Aour Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The CompanyWe will provide itsour warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per warrant (subject to adjustment).Note 4 — Private Placement WarrantsSimultaneously withclosingWarrants as described above unless an effective registration statement under the Securities Act of 1933, as amended, covering our Common Stock issuable upon exercise of the IPO,warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the Sponsor30-day redemption period. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder will be entitled to exercise their warrants prior to the Company’s independent directors purchased an aggregatescheduled redemption date.
Notes to Condensed Consolidated Financial Statements$1.50$6.78 per warrant,share for an aggregate purchase price of $7,520,000. The Sponsor has purchased 4,346,669 warrants, and each$213.5 million. We incurred equity issuance costs of Mr. Conroy, Mr. Cox, Dr. Kelly and Dr. Quake (and/or one or more entities controlled by them) purchased 166,666 warrants.The Private Placement Warrants$11.4 million in connection with these offerings, which are identicalreflected as a reduction to the warrantscarrying value of the redeemable convertible preferred stock. As of December 31, 2020, there were 83,810,000 shares of redeemable convertible preferred stock authorized, 26,388,394 shares of redeemable convertible preferred stock issued and outstanding and a liquidation preference of $213.5 million. Prior to the closing of the Business Combination, there were no significant changes to the terms of the redeemable convertible preferred stock as compared to December 31, 2020. The aggregate 26,388,394 shares of redeemable preferred stock issued and sold are presented in the IPO except that the Private Placement Warrants, so longcondensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company (except as described herein), (ii) may not (including the Class A52,776,787 shares of Common Stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to certain registration rights.If the Private Placement Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units sold in the IPONote 5 — Related Party TransactionsFounder SharesOn December 17, 2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 shares (the “Founder Shares”) of Class B Common Stock. In January and February 2021, the Sponsor transferred 25,000 Founder Shares to each of Mr. Conroy, Mr. Cox, Dr. Kelly and Dr. Quake. On February 22, 2021, the Company effected a 1:1.2 stock split of the Class B Common Stock, resulting in our sponsor holding an aggregate of 6,800,000 Founder Shares and there being an aggregate of 6,900,000 Founder Shares outstanding (see Note 7), including up to 900,000 Founder Shares which were subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised. As a result of the underwriter’s election to fully exercise their over-allotment option on February 25, 2021, none of the Founder Shares were forfeited.The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property; except to certain permitted transferees (the “lock-up”). Any permitted transferees will be subjectsame restrictions and other agreementsClosing, the redeemable convertible preferred stock of our initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (i) the closing price of the Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.On March 28, 2021, the Sponsor enteredOld SomaLogic were converted into a Sponsor Forfeiture Agreement (the “Forfeiture Agreement”) with SomaLogic and the Company, whereby Sponsor has agreed, subject to certain limitations and in accordance with the terms of the Forfeiture Agreement, to forfeit up to 33% of its shares of Class B common stock of Old SomaLogic on a 2-for-one basis and then converted into the Company’s Common Stock at an Exchange Ratio of 0.8381. We recorded the conversion of the Company, such actual amount tiedunderlying carrying value of the redeemable convertible preferred stock at the time of the Closing. There are no shares of redeemable convertible preferred stock authorized, issued or outstanding as of September 30, 2021.actual exercisepurchase shares of redemption rights byOld SomaLogic’s common stock were granted to employees, directors, and non-employee consultants. The 2009 Plan was terminated during 2017 upon the Company stockholders inadoption of the 2017 Plan, and no further awards were granted under the 2009 Plan thereafter. The outstanding options previously granted under the 2009 Plan continued to remain outstanding under the 2017 Plan.as more fully described inwe assumed the Forfeiture Agreement.Promissory Note — Related PartyOn December 17, 2020,2017 Plan, including the Sponsor agreed2009 Plan options outstanding under the 2017 Plan, upon Closing. We terminated the 2017 Plan, provided that the outstanding awards granted under the 2009 Plan and 2017 Plan continue to loanremain outstanding. Upon consummation of the Company upBusiness Combination, all outstanding options were converted into an option to $300,000acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. Such options continue to be used forgoverned by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.portion of the expenses of the IPO. This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. No amounts were ever borrowednew incentive plan (the “Incentive Plan”), under the promissory note.Related Party LoansIn addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close,which the Company may use a portiongrant cash and equity incentive awards in the form of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based awards, and performance awards to employees, directors, and consultants of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.Note 6 — Commitments and ContingenciesForward Purchase AgreementsOn February 22, 2021, the Company entered into separate forward purchase agreements with affiliates of the Sponsor, Casdin Capital, LLC (“Casdin”) and Corvex Management LP (“Corvex”), in their capacities as investment advisors on behalf of one or more investment funds, clients or accounts managed by each of Casdin and Corvex, respectively (collectively, their “Clients”), pursuant to which, subject to the conditions described below, they will cause the Clients to purchase from the Company up to an aggregate amount of 7,500,000 shares of Class A Common Stock, or the forward purchase shares, for $10.00 per forward purchase share, or an aggregate amount of up to $75,000,000, in a private placement that will close concurrently with the closing of a Business Combination.Company. The amount of forward purchase shares sold pursuant to the forward purchase agreements will be determined in the Company’s discretion based on the Company’s need for additional capital to consummate a Business Combination. Under each forward purchase agreement, the Company is required to approach Casdin and Corvex if it proposes to raise additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities in connection with a Business Combination. The respective obligations of Casdin and Corvex to purchase forward purchase shares will, among other things, be conditioned on the Company completing a Business Combination with a company engaged in a business that is within the investment objectives of the Clients purchasing forward purchase shares and on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably acceptable to such Clients as determined by Casdin or Corvex, as relevant, as investment advisors on behalf of such Clients. Each of Casdin and Corvex will have the right to transfer a portion of its purchase obligation under the forward purchase agreement to third parties, subject to compliance with applicable securities laws. To the extent that the Company obtains alternative financing to fund the initial Business Combination and the Clients participate in such financing, the aggregate commitment under the forward purchase agreement will be reduced by the amount of such alternative financing.Registration RightsThe holders of the (i) Founder Shares, which were issued in a private placement prior toIncentive Plan became effective upon the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the shares of Class A Common Stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans and (iv) any Forward Purchase Shares that are issued in a private placement simultaneously with the closing of the initial Business Combination, will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bearUnder the expenses incurred in connection with the filingIncentive Plan, as of any such registration statements.Underwriting AgreementThe underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 3,600,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 25, 2021, the underwriter fully exercised the over-allotment option to purchase 3,600,000 Units, and was paid an underwriting discount in aggregate of $5,520,000.Additionally, the underwriter is entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO or $9,660,000 in the aggregate. The deferred fee will be payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.Note 7 — Stockholders’ EquityPreference Shares — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At JuneSeptember 30, 2021, and December 31, 2020, therewe were no shares of preferred stock issued or outstanding.Class A Common stock — The Company is authorized to issue a totalmaximum of 380,000,00021,300,000 shares of Class ACommon Stock. As of September 30, 2021, no awards have been granted under the Incentive Plan. As of September 30, 2021, we have reserved 38,471,506 shares of Common Stock at parfor issuance under all incentive plans.Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of assay services revenue $ 102 $ 105 $ 283 $ 321 Cost of product revenue — 4 6 11 Research and development 7,712 683 9,286 2,097 Selling, general and administrative 4,870 2,295 11,125 7,404 Total stock-based compensation $ 12,684 $ 3,087 $ 20,700 $ 9,833 (in thousands, except per share data) Number of
SharesWeighted
Average
Exercise Price
Per Share Weighted
Average
Remaining
Contractual Life
(in years)Aggregate
Intrinsic
ValueOutstanding as of December 31, 2020 11,350,934 $ 3.92 Granted 7,326,665 $ 5.72 Exercised (976,563) $ 2.92 Forfeited (387,978) $ 4.11 Expired (154,344) $ 2.26 Outstanding as of September 30, 2021 17,158,714 $ 4.75 8.26 $ 131,028 Exercisable as of September 30, 2021 7,376,966 $ 3.79 6.84 $ 63,422 Vested and expected to vest as of September 30, 2021 15,070,231 $ 4.66 8.11 $ 116,462 $0.0001 each. At Juneoptions exercised during the three months ended September 30, 2021 and December 31, 2020 there were 7,230,972was approximately $0.1 million and 0 shares issued$0.1 million, respectively, and outstanding, excluding 20,369,028 and 0 shares subject to possible redemption, respectively.Class B Common stock — The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. At Juneduring the nine months ended September 30, 2021 and December 31, 2020 there were 6,900,000was approximately $1.8 million and $0.3 million, respectively.Nine Months Ended September 30, 2021 2020 Expected dividend yield — % — % Expected volatility 86.8 – 92.8% 83.5 – 86.9% Risk-free interest rate 0.64 – 1.11% 0.34 – 0.44% Expected weighted-average life of options 6.04 years 5.95 years issued and outstanding. Holders of Class A Common Stock and holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specifiedcommon stock and vested options to acquire shares of our common stock at a sales price that was above the then-current fair value. Since the purchasing parties are holders of economic interest in the Company’s amendedCompany and restated certificateacquired shares and options from a current employee at a price in excess of incorporation, or as required by applicable provisionsfair value of such shares and options, the amount paid in excess of the DGCL or applicable stock exchange rules,fair value at the affirmative vote of a majoritytime of the Company’s sharessecondary sale was recognized as stock-based compensation expense.common stock that are voted$6.5 million included in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 was recorded within research and development expenses.required to approve any such matter voted on by its stockholders.sharesConsulting Milestone Agreement includes a fixed amount of Class Bcompensation in our Common Stock will automatically convert into Class A Common Stock concurrentlyfor achievement of certain milestones related to our business. We account for these awards as stock compensation liabilities with or immediately following the consummationa performance condition, which are
Notes to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A Common Stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A Common Stock by public stockholders), including the total number of shares of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including any Forward Purchase Shares), excluding any shares of Class A Common Stock or equity-linked securities or rights exercisable for or convertible into shares of Class A Common Stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
UnauditedNote 8 — Fair Value MeasurementsThe following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at Junethe date of the grant and recognized over the expected performance period when it is probable the milestone will be achieved.indicates the fair value hierarchystockholders’ equity (deficit) as 12,342 shares of Common Stock as a result of the valuation inputsreverse recapitalization.Company utilizedconsummation of the Business Combination, 1,499,875 Earn-Out Shares, subject to determine such fair value: June 30, Quoted
Prices In
Active
Markets Significant
Other
Observable
Inputs Significant
Other
Unobservable
Inputs 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 276,009,453 $ 276,009,453 $ — $ — Liabilities: Public Warrant Liability $ 29,833,667 $ 29,833,667 $ — $ — Private Placement Warrant Liability 28,498,177 — — 28,498,177 $ 58,331,844 $ 29,833,667 $ — $ 28,498,177 The Warrants arevesting and forfeiture conditions, were issued to Earn-Out Service Providers (the “Service Provider Earn-Outs”). As the issuance of the Service Provider Earn-Outs is contingent on services being provided, we have accounted for as liabilitiesthem in accordance with ASC 815-40 and are presented within warrant liabilities on the Consolidated Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Consolidated Statement of Operations.The Company established the initial fair value for the Warrants on February 25, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants.718, JuneSeptember 30, 2021, 1,494,208 Service Provider Earn-Outs were outstanding after forfeitures. Upon forfeiture, the fair value forforfeited shares will be redistributed to the Private Warrants was estimated using a Monte Carlo simulation model, and theOld SomaLogic stockholders. The fair value of the Public Warrants by reference toService Provider Earn-Outs on the quoted market price.grant date is a weighted average of $7.04 per share and will be recognized as stock-based compensation expense on a straight-line basis over the derived service period of 1.2 years or shorter if the awards vest. The Public and Private Warrants were classified as Level 3 atassumptions used in valuing the initial measurement date, and the Private Warrants were classified as Level 3 as of June 30, 2021 due to the use of unobservable inputs. For the period ending June 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants.The following table presents the changes Level 3 liabilities for the six months period ended June 30, 2021:Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 25,681,866 Change in fair value of public and private warrants 32,649,978 Transfer of public warrants to Level 1 (29,833,667 ) Fair Value at June 30, 2021 $ 28,498,177 The key inputs intoService Provider Earn-Outs using the Monte Carlo simulation included volatility of 89.8%, risk-free interest rate of 0.10% to 0.11%, a stock price of $10.63 to $10.67, and a forfeiture rate of approximately 5%. The Company recorded $1.0 million in stock-based compensation expense related to the Service Provider Earn-Outs during the three and nine months ended September 30, 2021, and $9.0 million is expected to be recorded over the remaining estimated service periodJuneSeptember 1, 2021, also serves on the board of directors of AVIA. Pursuant to the Master Agreement and the Consulting Milestone Agreement, the Company agreed to pay AVIA for business development activities. In August 2021, the Company issued 14,727 shares of Old SomaLogic Class B Common stock to AVIA for milestones achieved (see Note 13, Stock-based Compensation). We recorded selling, general and administrative expense in the amount of $1.0 million for the three months ended September 30, 2021. As of September 30, 2021 were as follows:the remaining commitment of $0.7 million is recorded in other long-term liabilities. June 30,
2021 Risk-free interest rate 0.90 % Expected term (years) 5.17 Expected volatility 50.3 % Stock price $ 12.26 Expected dividend yield 0 % 917 — Subsequent EventsCompany evaluated subsequent eventsfollowing table sets forth the computation of basic and transactions that occurred afterdiluted net loss per share using the balance sheet date up totwo-class method:Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ (41,419) $ (7,483) $ (64,240) $ (44,101) Weighted-average shares used in computing net loss per share, basic and diluted 75,684,521 61,099,901 63,752,006 60,934,489 Net loss per share, basic and diluted $ (0.55) $ (0.12) $ (1.01) $ (0.72) date thatcomputation of diluted net loss per share for the unaudited condensed financial statements were issued. Based upon this review, other than contained herein, the Company did not identify any subsequent events thatperiods presented because including them would have required adjustment or disclosure in the unaudited condensed financial statements. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options to purchase common stock 17,158,714 11,333,388 17,158,714 11,333,388 Public Warrants and Private Placement Warrants 10,533,324 — 10,533,324 — Convertible debt (on an if-converted basis) — 450,591 — 450,591 Total 27,692,038 11,783,979 27,692,038 11,783,979 ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSReferences in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to CM Life Sciences II Inc. References to our “management” or our “management team” refer to our officers and directors and references to the “Sponsor” refer to CMLS Holdings II LLC. the Company’s financial condition andSomaLogic’s results of operations and financial condition should be read in conjunction with the information set forth in Old SomaLogic’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in the prospectus, which constituted a part of the Company’s registration statement on Form S-1, filed on October 18, 2021, and the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 and 2020, and the related respective notes thereto, containedincluded elsewhere in this Quarterly Report (the “Financial Statements”). Capitalized terms used but not otherwise defined herein have the meaning set forth in the Financial Statements. Certain information contained in theon Form 10-Q. This discussion and analysis set forth below includescontains forward-looking statements based upon SomaLogic’s current expectations, estimates and projections that involve risks and uncertainties. Special Note Regarding Forward-Looking StatementsThis Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties thatActual results could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in thethese forward-looking statements pleasedue to, among other considerations, the matters discussed under “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the Risk Factors sectionbusiness of Old SomaLogic prior to the consummation of the Company’s final prospectus relatingBusiness Combination, and to the IPO filedCompany and its consolidated subsidiaries following the consummation of the Business Combination.U.S. Securitiesgoal of being a universal proteomics platform, with the breadth (number of proteins measured) and Exchange Commission (the “SEC”) on February 24, 2021 (the “Final Prospectus”). The Company’s securities filings can be accessed onprecision (accuracy of measurement) important for discovery and research applications, and both the EDGAR sectionreproducibility and robustness important for clinical applications. Our platform is underpinned by our extensive global patent portfolio protecting our proteomics platform, products and services, our proprietary assay technology, our proteomics database (which we believe is one of the SEC’s websitelargest proteomics databases worldwide), and artificial intelligence and machine learning capabilities. As of September 30, 2021, our assay can measure approximately 7,000 protein target measurements in a single sample using only approximately 55µL of plasma or serum. Our proteomics database matches proteomics and clinical information and contains over 1.5 billion protein measurements with over 675,000 participant-years of longitudinal clinical data from follow-up. Leveraging our artificial intelligence-enabled bioinformatics capability, we use our database to power diagnostic product development for our research and clinical customers. We currently run our platform within our own laboratory, receive samples from customers and provide them proteomics analysis services. We are also developing an integrated solution comprising kits and select equipment that would enable customers to perform our proteomics assay at www.sec.gov. Except as expressly requiredtheir own sites and leverage our bioinformatics capabilities to analyze the data. We have served over 300 customers and collaborators with our proteomics technology since 2015.applicable securities law, the Company disclaims any intention or obligationpharmaceutical customers. In mid-2020, we re-opened a simple fee-for-service offering, in addition to update or revise any forward-looking statements whetherour previous data-sharing model that has proven very popular among customers. We expect our customer base to continue to grow in 2022 as a result of new information, future events or otherwise. the fee-for-service offering and an expanded commercial development team.Overviewblank check company incorporated on December 15, 2020 as a Delaware corporation and formed for the purposevariety of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses (the “Business Combination”). Our sponsor is CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”). different partnerships to drive adoption of SomaSignal™tests.intend to effectuate our Business Combination using cash from the proceedsalso generate product revenue, which primarily consists of our initial public offering (“IPO”), the sale of SomaScan® kits. Our assay kits are aimed at enabling our customers to bring our proteomic platform in-house. Historically, we have sold our kits to a limited number of primarily academic customers. Now, we are establishing agreements for an upgraded platform with several sites in 2021 to prepare for a future full-scale launch.Private Placement Warrants (as defined below) that occurred simultaneouslycoming years.completionadoption of proteomics for our IPOcustomers, including data analysis, data integration and ease of use tool sets. We are also actively exploring several potential co-marketing and new channel and product development opportunities with various partners in closely aligned scientific verticals, such as genomics.salenine months ended September 30, 2021 and 2020, respectively. As of the forward purchase shares, shares issued to the ownersSeptember 30, 2021, we had an accumulated deficit of the target, debt issued to bank or other lenders or the owners$475.6 million, cash and cash equivalents of the target, or a combination$468.7 million, and short-term investments of the foregoing.$207.0 million. We expect to continue to incur significant costsexpenses for the foreseeable future and to incur operating losses. We expect our expenses will increase in connection with our ongoing activities as we:pursuitgrowth of our acquisition plans. We cannot assure you thatbusiness, including incurring costs related to operating as a public company;plans to complete a intellectual property. will be successful.The registration statement for our IPO was declared effective on February 22, 2021. On February 25,September 1, 2021 we consummated our IPO of 27,600,000 units (including 3,600,000 units issued to the underwriter pursuant to the exercise in full of the over-allotment option granted to the underwriter) (“Units” and, with respect to the Class A Common Stock included in the Units being offered, the “Public Shares”(the “Closing Date”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.7 million, inclusive of $9.7 million in deferred underwriting commissions.Simultaneously with the closing of the IPO, we consummated the private placementbusiness combination (“Private Placement”the “Business Combination”) contemplated by the Merger Agreement (as amended, the “Merger Agreement”), dated March 28, 2021 by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of 5,013,333 warrants at a price of $1.50 per warrantCMLS II (“Private Placement Warrants”Merger Sub”), and together with the warrants included in the Units, the “Warrants”SomaLogic Operating ("Old SomaLogic"). Pursuant to the Sponsor, generating gross proceedsMerger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of approximately $7.5 million.IPOBusiness Combination (the “Closing”), CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc.Private Placementpresentation of historical amounts and balances after the Business Combination. The Company's Common Stock and warrants to purchase Common Stock are now listed on February 25, 2021, $276.0 million ($10.00 per Unit)the Nasdaq under the ticker symbols “SLGC” and "SLGCW".net proceedsCOVID-19 PandemicUnits inSomaScan® assay on customer samples to generate data on protein biomarkers. We expect assay services revenue to increase over the IPOlong-term with new and recurring sales opportunities. With the Private Placement were placed in a trust account (“Trust Account”) located inenhancement of our proteomic services, we expect to capture more market opportunities outside of the United States region, as well as winning contracts with Continental Stock Transfer & Trustnew customers and expanding the scope of sales with existing customers.actingrecognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. Grant revenue represents funding under cost reimbursement programs from government agencies, and non-profit foundations for qualified research and development activities performed by the Company. We expect other revenue to continue to grow as trustee,we expand our commercial team and invested only in U.S. “government securities,” withinthey continue to pursue licensing relationships.meaningCompany owes to third parties related to assay services.Section 2(a)(16)assay services revenue to increase as we grow our sample volume. We expect the cost per sample to decrease over the long term due to the efficiencies we may gain as sample volume increases from improved utilization of our laboratory capacity and other value engineering initiatives. If our sample volume throughput is reduced as a result of the InvestmentCOVID-19 pandemic or otherwise, cost of revenue as a percentage of total revenue may be adversely impacted due to fixed overhead cost.Actowes to third parties related to the sale of 1940,products.amended (the “Investment Company Act”), havingwell as lowering the cost of assays. As a maturityresult of 185 days or less orthese and other initiatives, we expect research and development expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.meeting certain conditionscommercial paper, corporate bonds, United States Treasuries, asset-backed securities, and international government securities.Rule 2a-7 promulgated underdebt agreements as well as the Investment Company Act, which invest onlychange in direct U.S. government treasury obligations,fair value of the compound derivative liability.determined bymarked-to-market liabilities pursuant to ASC 815 and the Company, untilcorresponding increase or decrease in value impacts our net loss.earlier of: (i)earn-out liability related to Earn-Out Shares issuable to former stockholders of Old SomaLogic. The earn-out liability is classified as a marked-to-market liability pursuant to ASC 815 and the completioncorresponding increase or decrease in value impacts our net loss.Business Combination and (ii) the distributionloss on extinguishment of debt due to conversion of the Trust Account as described below.If we have not completed a Business Combination within 24 months from the closingConvertible Debt and repayment of the IPO, we will (i) cease all operations exceptAmended and Restated Credit Agreement and a gain on extinguishment of debt due to forgiveness of the Paycheck Protection Program (“PPP”) loan during the nine months ended September 30, 2021.Three Months Ended September 30, Change (in thousands) 2021 2020 $ % Revenue: Assay services revenue $ 17,499 $ 11,378 $ 6,121 54 % Product revenue 75 455 (380) (84) % Collaboration revenue 763 763 — — % Other revenue 1,655 1,637 18 1 % Total revenue $ 19,992 $ 14,233 $ 5,759 40 % purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equalthree months ended September 30, 2021 compared to the aggregate amount then on depositthree months ended September 30, 2020.Trust Account, including interest earnedvolume of kits sold as we discontinue sales of kits on our previous platform and prepare to re-launch kits on our upgraded platform. Three Months Ended September 30, Change (in thousands) 2021 2020 $ % Cost of assay services revenue $ 8,737 $ 4,750 $ 3,987 84 % Cost of product revenue 33 163 (130) (80) % Total cost of revenue $ 8,770 $ 4,913 $ 3,857 79 % funds heldthree months ended September 30, 2021 compared to the three months ended September 30, 2020.Trust Accountvolume of kits sold, partly offset by an increase in the cost of materials.not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses)development Three Months Ended September 30, Change (in thousands) 2021 2020 $ % Research and development $ 15,596 $ 6,884 $ 8,712 127 % divided byfor the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subjectthree months ended September 30, 2021 compared to the approvalthree months ended September 30, 2020. The increase in research and development was primarily due to a $6.5 million non-recurring, non-cash stock-based compensation expense related to the sale of stock and vested options by an employee to an economic interest holder in excess of fair value, a $1.1 million increase in professional services and supplies related to projects for reducing costs and content expansion, a $0.6 million increase in wages and benefits due to increased headcount in our research and development team and a $0.5 million increase in stock-based compensation expense due to new option grants and Earn-Out Shares issued to Earn-Out Service Providers. Three Months Ended September 30, Change (in thousands) 2021 2020 $ % Selling, general and administrative $ 20,632 $ 8,337 $ 12,295 147 % Three Months Ended September 30, Change (in thousands) 2021 2020 $ % Other (expense) income: Interest income and other, net $ 55 $ 13 $ 42 323 % Interest expense (2) (1,595) 1,593 100 % Change in fair value of warrant liabilities (8,111) — (8,111) (100) % Change in fair value of earn-out liability (5,662) — (5,662) (100) % Loss on extinguishment of debt, net (2,693) — (2,693) (100) % Total other expense $ (16,413) $ (1,582) $ (14,831) (937) % remaining stockholdersAmended and our boardRestated Credit Agreement in April 2021.Results of OperationsFor the six months ended June 30, 2021, we had a net loss of approximately $43.3 million, which included a loss from operations of $0.9 million, offering cost expense allocated to warrants of $0.5 million, and a loss from theThe change in fair value of warrant liabilities of $41.9 million.For$8.1 million for the three months ended JuneSeptember 30, 2021 is due to an increase in the fair value of the warrant liabilities as of September 30, 2021 compared to the Closing Date of the Business Combination. The warrant liabilities were recorded as part of the Business Combination and therefore did not exist in the prior year.Nine Months Ended September 30, Change (in thousands) 2021 2020 $ % Revenue: Assay services revenue $ 48,308 $ 22,166 $ 26,142 118 % Product revenue 730 1,144 (414) (36) % Collaboration revenue 2,288 1,720 568 33 % Other revenue 7,306 2,636 4,670 177 % Total revenue $ 58,632 $ 27,666 $ 30,966 112 % haddiscontinue sales of kits on our previous platform and prepare to re-launch kits on our upgraded platform.Nine Months Ended September 30, Change (in thousands) 2021 2020 $ % Cost of assay services revenue $ 22,548 $ 11,883 $ 10,665 90 % Cost of product revenue 452 497 (45) (9) % Total cost of revenue $ 23,000 $ 12,380 $ 10,620 86 % loss of approximately $16.9production efficiencies. Nine Months Ended September 30, Change (in thousands) 2021 2020 $ % Research and development $ 32,304 $ 23,180 $ 9,124 39 % which includedor 39%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase in research and development was primarily due to an $6.5 million non-recurring, non-cash stock-based compensation expense related to the sale of common stock and vested options by an employee to an economic interest holder in excess of fair value, a loss from operations of$1.1 million increase in professional services and supplies related to projects for reducing costs and content expansion, a $0.8 million increase in wages and benefits due to increased headcount in our research and development team and a $0.7 million increase in stock-based compensation expense due to new option grants and Earn-Out Shares issued to Earn-Out Service Providers. Nine Months Ended September 30, Change (in thousands) 2021 2020 $ % Selling, general and administrative $ 48,274 $ 26,755 $ 21,519 80 % Nine Months Ended September 30, Change (in thousands) 2021 2020 $ % Other (expense) income: Interest income and other, net $ 126 $ 138 $ (12) (9) % Interest expense (1,324) (9,590) 8,266 86 % Change in fair value of warrant liabilities (8,111) — (8,111) (100) % Change in fair value of earn-out liability (5,662) — (5,662) (100) % Loss on extinguishment of debt, net (4,323) — (4,323) (100) % Total other expense $ (19,294) $ (9,452) $ (9,842) (104) % fromon extinguishment of debt. As a result, interest expense related to the changeAmended and Restated Credit Agreement was $3.4 million less during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.$16.1 million.Our business activities from inception to June$8.1 million for the nine months ended September 30, 2021 consisted primarilyis due to an increase in the fair value of the warrant liabilities as of September 30, 2021 compared to the Closing Date of the Business Combination. The warrant liabilities were recorded as part of the Business Combination and therefore did not exist in the prior year.formationcondensed consolidated financial statements in understanding the core operating results used by management to evaluate and completingrun the business, as well as, for financial planning purposes. Our non-GAAP financial measure, Adjusted EBITDA, provides an additional tool for investors to use in comparing our IPO,financial performance over multiple periods.sincewe use this measure for business planning, forecasting, and decision-making. We believe that Adjusted EBITDA enhances an investor’s understanding of our financial performance as it is useful in assessing our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.offering,same manner. Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. When evaluating our activity has been limitedperformance, you should consider Adjusted EBITDA alongside other financial performance measures prepared in accordance with GAAP, including net loss.identifyingexclude interest expense, net, depreciation and evaluating prospective acquisition targetsamortization, and other non-recurring items. The other non-recurring items include the loss on extinguishment of debt, net, and a one-time non-cash stock-based compensation expense.Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 GAAP net loss $ (41,419) $ (7,483) $ (64,240) $ (44,101) Non-GAAP EBITDA adjustments to net income: Interest expense, net (53) 1,582 1,198 9,452 Depreciation and amortization 532 671 — 1,909 EBITDA (40,940) (5,230) (63,042) (32,740) Other non-GAAP adjustments: 2,693 — 4,323 — 6,461 — 6,461 — Adjusted EBITDA $ (31,786) $ (5,230) $ (52,258) $ (32,740) Business Combination.result of the repayment of the Amended and Restated Credit Agreement in April 2021, the $2.7 million loss on extinguishment of debt as a result of the conversion of the Convertible Debt in July 2021, and the $3.6 million gain on extinguishment of debt as a result of the forgiveness of the PPP loan in June 2021. See Note 10, Debt.had approximatelycontinued to use the space for storage of property and equipment. As of September 30, 2021, our total future minimum lease commitments were $5.2 million, of which $0.4 million is due during the remainder of 2021.Nine Months Ended September 30, (in thousands) 2021 2020 Net cash used in operating activities $ (22,446) $ (27,751) Net cash (used in) provided by investing activities (170,337) 30,846 Net cash provided by financing activities 497,088 9,335 Effect of exchange rates on cash, cash equivalents and restricted cash (11) (15) Net increase in cash, cash equivalents and restricted cash $ 304,294 $ 12,415 its operating bank account,deferred revenue.working capitalmaturities of approximately $0.7 million.Our liquidity needs up to February 25, 2021 had been satisfied through a capital contributionavailable-for-sale securities, and $3.0 million for the purchase of property and equipment, net of proceeds from the Sponsorsale of $25,000property and equipment.founder sharesnine months ended September 30, 2020 was $30.8 million, consisting of $31.5 million from sales and accessmaturities of available-for-sale securities, net of amounts related to a loan under an unsecured promissory notepurchases of available-for-sale securities, offset by $0.7 million for the purchase of property and equipment.Sponsor of $300,000. Subsequent to the consummationnine months ended September 30, 2021 was $497.1 million, consisting of the IPO, the Company’s liquidity needs have been satisfied through the$357.2 million in net proceeds from the consummationPIPE investment, $173.6 million in net proceeds from the Business Combination, and $2.8 million in proceeds from the exercise of options to purchase our common stock. The cash provided by financing activities was partially offset by the $36.5 million repayment of the Private Placement not heldAmended and Restated Credit Agreement.Trust Account. In addition,Simple Agreement for Future Equity (“SAFE”), $3.5 million in orderproceeds from the PPP loan, and $0.8 million in proceeds from the exercise of options to finance transaction costs in connection with a Business Combination,purchase our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. As of June 30, 2021, there were no amounts outstanding under any working capital loan.Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Contractual ObligationsWe do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.This management’sOur discussion and analysis of our financial condition and results of operations isare based onupon our unaudited condensedconsolidated financial statements which have been prepared in accordance with U.S.United States generally accepted accounting principles, or GAAP. The preparation of these unaudited condensedthe consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues andrevenue, costs, expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, werelated disclosures. We evaluate our estimates and judgments including those related to fair value of financial instruments and accrued expenses.on an on-going basis. We base our estimates on current facts, historical experience, knownand anticipated results, trends, and events and various other factorsrelevant assumptions that we believe to beare reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.circumstances. Actual results maycould differ from these estimates, under different assumptions or conditions.Except as set forth below, there have been no significant changes in ourand such differences could be material to the Company’s consolidated financial position and results of operations. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.discussedthey require difficult, subjective, and/or complex judgements and estimates used in the Final Prospectus.preparation of our consolidated financial statements.Warrants Liabilityevaluatedrecognize revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the Warrantscontract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.815-40, “Derivatives808, Collaborative Arrangements, because both parties are active participants and Hedging — Contractsare exposed to significant risks and rewards depending on the activity’s commercial failure or success. The most critical judgments used to estimate revenue from collaborative arrangements include the determination of units of account within the scope of ASC 606, the number of distinct performance obligations, estimation of transaction price including allocation to the identified performance obligations, and determination of the pattern of recognition.Entity’s Own Equity”, and concluded thatreturn for the exclusive license to make, use or sell certain licensed products in certain geographic areas. We recognize revenue for a provisionsales or usage-based royalty promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the Warrant Agreementperiod in which the subsequent sale or usage has occurred.tenderportion of inventories to be in excess or exchange offersobsolete. In those cases, we write down the value of those inventories to their net realizable value based upon judgement and estimates about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Our excess and obsolete inventory reserve may vary based upon judgments related to evolution of our products and services, new technologies, emerging competitors, and change in customer buying patterns. Direct and indirect manufacturing costs incurred during research and development activities are expensed to research and development as consumed. Judgment is required in determining the value of inventory that is not expected to be used in our assay services within 12 months of the current reporting period and is recorded as non-current inventory on the consolidated balance sheets.provisions that provided for potential changesits capitalization.settlement amounts dependent upon the characteristicsestimated fair value of the holderOld SomaLogic common stock were based on numerous objective and subjective factors, combined with management’s judgment, including:warrant, precludesOld SomaLogic common stock;accountedindexed to our own stock given that the terms allow for as components of equity. Asa settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivativelong-term liabilities on the Balance Sheet and measured at fair value at inception (onon the date of the IPO)Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss at each reporting datedate.820, “Fair Value Measurement”,815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with changesthe corresponding gain or loss recorded within change in fair value recognizedof earn-out liability in the Statementcondensed consolidated statements of Operations in the period of change.operations and comprehensive loss.
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion
Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a materialtheir anticipated effect on the accompanying unaudited condensed financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
As of June 30, 2021, we were not subject to any market or interest rate risk. The net proceeds received into the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 underwe evaluated the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of JuneSeptember 30, 2021. Based upon theirthat evaluation, our Chief Executive Officer and Chief Financial Officer concluded that solely due to the Company’s reclassification of the Warrants as derivative liabilities measured at fair value (as described more fully in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies — Warrants Liability” above), our disclosure controls and procedures were not effective as of JuneSeptember 30, 2021.
Changes in Internal Control Over Financial Reporting
Duringbreakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected,individual acts of some persons, by collusion of two or is reasonably likely to materially affect, our internal control over financial reporting. In lightmore people, or by management override of the reclassification, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuancescontrols. Because of the complex accounting standardsinherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionalscontrols may become inadequate because of changes in conditions or that the degree of compliance with whom we consult regarding complex accounting applications. The elementsthe policies or procedures may deteriorate.
None.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Final Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described below, there have been no material changes to the risk factors disclosed in the Final Prospectus, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Our warrants are accountedNot required for as liabilities and the changes in value of our warrants could have a material effect on our financial results.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting andsmaller reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement expressed the view that certain terms and conditions common to warrants issued in connection with the initial public offerings of special purpose acquisition companies may require such warrants to be classified as liabilities on a balance sheet rather than as equity. As a result of the SEC Statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we, in consultation with our independent registered public accounting firm and our audit committee, and determined to revise our prior position and reclassify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.
As a result, included on our balance sheet as of June 30, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to our warrants. Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our Financial Statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.
We have identified a material weakness in our internal control over financial reporting as of February 25, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
Following the issuance of the SEC Statement on April 12, 2021, after consultation with our independent registered public accounting firm, our management and our audit committee re-evaluated our accounting for our Public Warrants and Private Placement Warrants issued in connection with the IPO and concluded that, in light of the SEC Statement, it was appropriate to revise our prior position on accounting for warrants as equity instruments to instead classify warrants as liabilities measured at fair value, with subsequent fair value remeasurement. (the “Reclassification”). See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
We, and following the Business Combination, the post-Business Combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to revise our prior position on accounting for warrants as equity instruments to instead classify warrants as liabilities measured at fair value, with subsequent fair value remeasurement. See section entitled “—Ourwarrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the Reclassification, we identified a material weakness in our internal controls over financial reporting.
As a result of such material weakness, the Reclassification, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Reclassification and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Quarterly Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.
Simultaneously with the consummationCompany automatically converted to shares of Common Stock as of the IPO andClosing Date.
Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction by an issuer not involving a public offering. The Private Placement Warrants areCompany issued the sameshares of Common Stock in connection with the conversion of the Class B common stock under Section 3(a)(9) of the Securities Act, as the warrants underlying the Units soldan exchange with its existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The investors in the IPO, except that Private Placement Warrants arePIPE Investment represented their intentions to acquire the shares for investment only and not transferable, assignablewith a view to or salable until 30 days afterfor sale in connection with any distribution, and appropriate restrictive legends were affixed to the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
Of the gross proceeds received from the IPO and the salecertificates representing all of the Private Placement Warrants, $276,000,000 was placedshares issued in the Trust Account.
We paid a total of $5,520,000 underwriting discountsPIPE Investment and commissions and $495,247 for other costs and expenses related toin connection with the IPO. In addition, the underwriter agreed to defer $9,660,000 in underwriting discounts and commissions.
For a descriptionconversion of the useClass B common stock (or reflected in restricted book entry with the Company’s transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.
None.
None.
The following exhibits are filed as part
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | ||||||||||||||||||||||
| 2.1† | S-4/A | 2.1 | 8/5/2021 | |||||||||||||||||||||||
| 3.1 | 8-A/A | 3.1 | 9/1/2021 | |||||||||||||||||||||||
| 3.2 | 8-A/A | 3.1 | 9/1/2021 | |||||||||||||||||||||||
| 4.1 | S-4/A | 4.1 | 8/5/2021 | |||||||||||||||||||||||
| 4.2 | 8-K | 10.1 | 2/26/2021 | |||||||||||||||||||||||
| 10.1+ | S-4/A | 10.1 | 8/5/2021 | |||||||||||||||||||||||
| 10.2+ | S-4/A | 10.2 | 8/5/2021 | |||||||||||||||||||||||
| 10.3+ | S-4/A | 10.3 | 8/5/2021 | |||||||||||||||||||||||
| 10.4+ | S-4/A | 10.4 | 8/5/2021 | |||||||||||||||||||||||
| 10.5+ | S-4/A | 10.5 | 8/5/2021 | |||||||||||||||||||||||
| 10.6+ | S-4/A | 10.6 | 8/5/2021 | |||||||||||||||||||||||
| 10.7+ | S-4/A | 10.7 | 8/5/2021 | |||||||||||||||||||||||
| 10.8+ | S-4/A | 10.8 | 8/5/2021 | |||||||||||||||||||||||
| 10.9+ | S-4/A | 10.9 | 8/5/2021 | |||||||||||||||||||||||
| 10.10+ | S-4/A | 10.10 | 8/5/2021 | |||||||||||||||||||||||
| 10.11+ | S-4/A | 10.11 | 8/5/2021 | |||||||||||||||||||||||
| 10.12+ | S-4/A | 10.12 | 8/5/2021 | |||||||||||||||||||||||
| 10.13+ | S-4/A | 10.13 | 8/5/2021 | |||||||||||||||||||||||
| 10.14+ | S-4/A | 10.14 | 8/5/2021 | |||||||||||||||||||||||
| 10.15+ | S-4/A | 10.15 | 8/5/2021 | |||||||||||||||||||||||
| 10.16+ | S-4/A | 10.16 | 8/5/2021 | |||||||||||||||||||||||
| 10.17+ | S-4/A | 10.17 | 8/5/2021 | |||||||||||||||||||||||
| 10.18+ | S-4/A | 10.18 | 8/5/2021 | |||||||||||||||||||||||
| 10.19+ | S-4/A | 10.19 | 8/5/2021 | |||||||||||||||||||||||
| 10.20+ | S-4/A | 10.20 | 8/5/2021 | |||||||||||||||||||||||
| 10.21 | 8-K | 10.1 | 3/29/2021 | |||||||||||||||||||||||
| 10.22 | 8-K | 10.2 | 3/29/2021 | |||||||||||||||||||||||
| 10.23 | 8-K | 10.3 | 3/29/2021 | |||||||||||||||||||||||
| 10.24 | 8-K | 10.4 | 3/29/2021 | |||||||||||||||||||||||
| 10.25 | 8-K | 10.5 | 3/29/2021 | |||||||||||||||||||||||
| 10.26 | 8-K | 10.6 | 3/29/2021 | |||||||||||||||||||||||
| 10.27 | 8-K | 10.2 | 2/26/2021 | |||||||||||||||||||||||
| 10.28 | 8-K | 10.3 | 2/26/2021 | |||||||||||||||||||||||
| 10.29 | 8-K | 10.4 | 2/26/2021 | |||||||||||||||||||||||
| 10.30 | 8-K | 10.5 | 2/26/2021 | |||||||||||||||||||||||
| 10.31 | 8-K | 10.6 | 2/26/2021 | |||||||||||||||||||||||
| 10.32†† | S-4/A | 10.33 | 8/5/2021 | |||||||||||||||||||||||
| 10.33†† | S-4/A | 10.34 | 8/5/2021 | |||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||
| 32.2** | ||||||||||||||||||||||||||
| 101.IN* | Inline XBRL Instance Document | |||||||||||||||||||||||||
| 101.SCH* | Inline XBRL Schema Document | |||||||||||||||||||||||||
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |||||||||||||||||||||||||
| 101.LAB* | Inline XBRL Label Linkbase Document | |||||||||||||||||||||||||
| 101.PRE* | Inline XBRL Presentation Linkbase Document | |||||||||||||||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition LinkBase Document | |||||||||||||||||||||||||
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||
| * | Filed herewith. | |||||||||||||||||||||||||
| ** | Furnished herewith | |||||||||||||||||||||||||
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). | |||||||||||||||||||||||||
| †† | The Company has omitted portions of the exhibit as permitted under Regulation S-K Item 601(b)(10). The Registrant agrees to furnish on a supplemental basis an unredacted copy of this exhibit and its materiality and privacy or confidentiality analysis if requested by the SEC. | |||||||||||||||||||||||||
| + | Management contract or compensatory plan or arrangement. | |||||||||||||||||||||||||
SIGNATURES
| Date: | November 15, 2021 | By: | /s/ | |||||||||
| Chief Executive Officer | ||||||||||||
| (Principal Executive Officer) | ||||||||||||
| Date: | November 15, 2021 | By: | /s/ | |||||||||
| Chief Financial Officer | ||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||
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