As filed with the Securities and Exchange Commission on March 28, 2023
Registration No. 333-259954
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SOMALOGIC, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | | 8732 | | 85-4298912 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
2945 Wilderness Place,
Boulder, Colorado 80301
(303) 625-9000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Troy Cox
Executive Chair
2945 Wilderness Place,
Boulder, Colorado 80301
(303) 625-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles D. Maguire, Jr.
Tyler F. Mark
Bryan Cave Leighton Paisner LLP
1700 Lincoln Avenue
Denver, CO 80203
(303) 861-7000 | | Ruben Gutierrez
General Counsel
2945 Wilderness Place,
Boulder, Colorado 80301
(303) 625-9000 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐
ADDITION OF EXHIBIT
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-1 (Registration No. 333-259954) was filed to include as an exhibit to such S-1 the consent of Ernst & Young LLP to the use of its report dated March 28, 2023 with respect to the consolidated financial statements of SomaLogic, Inc. and its subsidiaries (the “Company”) included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 in such registration statement and the related prospectus. The report of Ernst & Young LLP was filed in the Prospectus Supplement dated March 28, 2023 filed pursuant to Rule 424(b)(3). The consent of Ernst & Young LLP is filed as Exhibit 23.1 herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
| Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement. |
| Exhibit | | | | Incorporated by Reference |
| Number | | Description | | Form | | Exhibit | | Filing Date |
| 2.1† | | Merger Agreement, as amended by the First Amendment thereto dated May 12, 2021 and the Second Amendment thereto dated July 15, 2021 (included as Annex A to the Proxy Statement/Prospectus which forms a part of the S-4/A). | | S-4/A | | 2.1 | | 08/05/2021 |
| 2.2†† | | Agreement and Plan of Merger, dated as of July 25, 2022, by and among SomaLogic, Merger Sub I, Merger Sub II, Palamedrix, and the Securityholder Representative | | 8-K | | 2.1 | | 07/27/2022 |
| 3.1 | | Second Amended and Restated Certificate of Incorporation of SomaLogic, Inc. | | 8-A/A | | 3.1 | | 09/01/2021 |
| 3.2 | | Amended and Restated Bylaws of SomaLogic, Inc. | | 8-A/A | | 3.2 | | 09/01/2021 |
| 4.1 | | Specimen Common Stock Certificate. | | S-4/A | | 4.1 | | 08/05/2021 |
| 4.2 | | Warrant Agreement. | | 8-K | | 10.1 | | 02/26/2021 |
| 4.3 | | Description of Company’s Securities | | 10-K | | 4.3 | | 3/29/2022 |
| 5.1 | | Legal Opinion of Bryan Cave Leighton Paisner LLP | | POS AM | | 5.1 | | 07/22/2022 |
| 10.1+ | | SomaLogic, Inc. 2021 Omnibus Incentive Plan (included as Annex C to the Proxy Statement/Prospectus forming a part of the S-4/A). | | S-4/A | | 10.1 | | 08/05/2021 |
| 10.2+ | | SomaLogic, Inc. Employee Stock Purchase Plan (included as Annex D to the Proxy Statement/Prospectus forming a part of the S-4/A). | | S-4/A | | 10.2 | | 08/05/2021 |
| 10.3+ | | Form of Stock Appreciation Rights Agreement pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan. | | S-4/A | | 10.3 | | 08/05/2021 |
| 10.4+ | | Form of Incentive Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan. | | S-4/A | | 10.4 | | 08/05/2021 |
| 10.5+ | | Form of Restricted Stock Unit Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan. | | S-4/A | | 10.5 | | 08/05/2021 |
| 10.6+ | | Form of Restricted Stock Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan. | | S-4/A | | 10.6 | | 08/05/2021 |
| 10.7+ | | Form of Non-Qualified Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan. | | S-4/A | | 10.7 | | 08/05/2021 |
| 10.8+ | | SomaLogic, Inc. 2009 Equity Incentive Plan. | | S-4/A | | 10.8 | | 08/05/2021 |
| 10.9+ | | Form of Non-Statutory Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan. | | S-4/A | | 10.9 | | 08/05/2021 |
| 10.10+ | | Form of Incentive Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan. | | S-4/A | | 10.10 | | 08/05/2021 |
| 10.11+ | | SomaLogic, Inc. 2017 Equity Incentive Plan. | | S-4/A | | 10.11 | | 08/05/2021 |
| 10.12+ | | Form of Option Agreement (Incentive Stock Option or Non-statutory Stock Option) under the SomaLogic, Inc. 2017 Equity Incentive Plan. | | S-4/A | | 10.12 | | 08/05/2021 |
| 10.13+ | | Severance Agreement, dated September 1, 2020, between SomaLogic, Inc. and Lawrence Gold. | | S-4/A | | 10.13 | | 08/05/2021 |
| 10.14+ | | First Amendment to Severance Agreement, dated December 4, 2020, between SomaLogic, Inc. and Lawrence Gold. | | S-4/A | | 10.14 | | 08/05/2021 |
| 10.15+ | | Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Roy Smythe. | | S-4/A | | 10.15 | | 08/05/2021 |
| 10.16+ | | Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Stephen Williams. | | S-4/A | | 10.16 | | 08/05/2021 |
| 10.17+ | | Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Melody Harris. | | S-4/A | | 10.17 | | 08/05/2021 |
| 10.18+ | | Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Roy Smythe. | | S-4/A | | 10.18 | | 08/05/2021 |
| 10.19+ | | Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Stephen Williams. | | S-4/A | | 10.19 | | 08/05/2021 |
| 10.20+ | | Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Melody Harris. | | S-4/A | | 10.20 | | 08/05/2021 |
| 10.21 | | Form of Subscription Agreement. | | 8-K | | 10.1 | | 03/29/2021 |
| 10.22 | | Form of Stockholder Lock-Up Agreement. | | 8-K | | 10.2 | | 03/29/2021 |
| 10.23 | | Form of Stockholder Support Agreement. | | 8-K | | 10.3 | | 03/29/2021 |
| 10.24 | | Sponsor Support Agreement dated March 28, 2021. | | 8-K | | 10.4 | | 03/29/2021 |
| 10.25 | | Forfeiture Agreement dated March 28, 2021. | | 8-K | | 10.5 | | 03/29/2021 |
| 10.26 | | Form of Amended and Restated Registration Rights Agreement. | | 8-K | | 10.6 | | 03/29/2021 |
| 10.27 | | Investment Management Trust Agreement dated February 22, 2021. | | 8-K | | 10.2 | | 02/26/2021 |
| 10.28 | | Registration Rights Agreement dated February 22, 2021. | | 8-K | | 10.3 | | 02/26/2021 |
| 10.29 | | Private Placement Warrants Purchase Agreement dated February 22, 2021. | | 8-K | | 10.4 | | 02/26/2021 |
| 10.30 | | Letter Agreement dated February 22, 2021. | | 8-K | | 10.5 | | 02/26/2021 |
| 10.31 | | Forward Purchase Agreement dated February 22, 2021. | | 8-K | | 10.6 | | 02/26/2021 |
| 10.32 | | Forward Purchase Agreement dated February 22, 2021. | | 8-K | | 10.7 | | 02/26/2021 |
| 10.33†† | | Master Collaboration Agreement, dated September 20, 2019, between SomaLogic, Inc. and Novartis Pharma AG. | | S-4/A | | 10.33 | | 08/05/2021 |
| 10.34†† | | Amended and Restated Master SomaScan Discovery Services Agreement, dated October 13, 2020, between SomaLogic, Inc. and Amgen Inc. | | S-4/A | | 10.34 | | 08/05/2021 |
| 10.35†† | | Supply Agreement, dated April 8, 2019, between SomaLogic, Inc. and Agilent Technologies, Inc., as amended by that certain First Amendment to Supply Agreement, dated October 1, 2021, between SomaLogic, Inc. and Agilent Technologies, Inc. | | 10-K | | 10.34 | | 03/29/2022 |
| 10.36†† | | Supply Agreement, dated August 15, 2017, between SomaLogic, Inc. and Global Life Sciences Solutions USA LLC, as amended by that certain First Amendment to Catalog Product Support Agreement, dated September 14, 2020, between SomaLogic, Inc. and Global Life Sciences Solutions USA LLC | | 10-K | | 10.35 | | 03/29/2022 |
| 10.37††# | | Collaboration Agreement, dated December 31, 2021, among SomaLogic, Inc., Illumina Cambridge, Ltd. and Illumina, Inc. | | 10-K | | 10.36 | | 03/29/2022 |
| 10.38††# | | First Amendment to Collaboration Agreement, dated November 14, 2022, among SomaLogic, Inc., Illumina Cambridge, Ltd. and Illumina, Inc. | | 10-K | | 10.38 | | 3/28/2023 |
| 10.39† | | Lease Agreement, dated February 10, 2022, between SomaLogic Operating Co., Inc. and Louisville 1 Industrial Owner, LLC. | | 8-K | | 10.1 | | 2/16/2022 |
| 10.40† | | Lease Agreement, dated February 10, 2022, between SomaLogic Operative Co., Inc. and Louisville 2 Industrial Owner, LLC. | | 8-K | | 10.2 | | 2/16/2022 |
| 10.41+ | | Employment Agreement, dated October 17, 2022, between SomaLogic, Inc. and Troy Cox. | | 8-K | | 10.1 | | 10/17/2022 |
| 10.42+ | | Key Employee Severance Plan, dated October 17, 2022. | | 8-K | | 10.2 | | 10/17/2022 |
| 21.1 | | Subsidiaries of the Company. | | 10-K | | 21.1 | | 03/29/2022 |
| 23.1 | | Consent of Ernst & Young LLP, independent registered accounting firm for SomaLogic, Inc. | | | | | | |
| 23.2 | | Consent of Bryan Cave Leighton Paisner LLP (included as part of Exhibit 5.1). | | POS AM | | 23.2 | | 07/22/2022 |
| 24.1 | | Power of Attorney (included with the signature page of the Form S-1 filed on October 1, 2021).* | | S-1 | | | | 10/01/2021 |
| 101.INS | | Inline XBRL Instance Document. | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). |
| | The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| †† | 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. |
| # | Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted material for which confidential treatment has been requested has been filed separately with the SEC. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 4 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on March 28, 2023.
| | SOMALOGIC, INC. |
| | |
| | By: | /s/ Troy Cox |
| | | Executive Chair |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to the registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:
| Signature | | Title | | Date |
| | | | | |
| * | | Executive Chair | | March 28, 2023 |
| Troy Cox | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Shaun Blakeman | | Chief Financial Officer | | March 28, 2023 |
| Shaun Blakeman | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Robert Barchi | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Eli Casdin | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Charles M. Lillis | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Anne Margulies | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Ted Meisel | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Richard Post | | | | |
| | | | | |
| * | | Director | | March 28, 2023 |
| Roy Smythe | | | | |
| * By: | /s/ Shaun Blakeman | |
| | Shaun Blakeman | |
| | Attorney-in-Fact | |
| | | |
| | /s/ Ruben Gutierrez | |
| | Ruben Gutierrez | |
| | Attorney-in-Fact | |
II-3
0001837412 2022-01-01 2022-06-30
