Current Report Filing (8-k)
January 10 2023 - 4:06PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): January 4, 2023
SomaLogic, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-40090 |
|
52-4298912 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 2945 Wilderness Place,
Boulder, Colorado |
|
80301 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (303) 625-9000
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share |
|
SLGC |
|
The NASDAQ Stock Market LLC |
| Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SLGCW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On January 4, 2023, SomaLogic Operating Co., Inc.
(“SomaLogic OpCo”), a wholly-owned subsidiary of SomaLogic, Inc. (the “Company”), entered into Amendment
#2 to Master Collaboration Agreement (the “Amendment”) with Novartis Pharma AG (“Novartis”). The
Amendment amends the Master Collaboration Agreement, dated as of September 20, 2019, by and between SomaLogic OpCo and Novartis, as amended
by the First Amendment, dated June 15, 2021 (collectively, the “Collaboration Agreement”), pursuant to which the parties
engage in collaborative research efforts to advance the study of proteomic medicine and SomaLogic OpCo provides SomaScan® assay services
to Novartis.
The Amendment modifies
the Collaboration Agreement, among other ways, as follows:
| ● | It extends the term of the Collaboration Agreement for the Company to remain
Novartis’ primary proteomics platform provider through December 31, 2033. |
| | | |
| | ● | The Amendment permits all data generated from samples submitted after
the satisfaction of all Projected Annual Minimums (as defined in the Collaboration Agreement) due on December 31, 2022 (the “Satisfaction
Date”) to be disclosed and sublicensed by Novartis to any Novartis Collaboration Partner (as defined in the Collaboration Agreement)
without any additional obligation to SomaLogic OpCo. |
| ● | For services performed after the Satisfaction Date, it increases the
fees Novartis and its affiliates pay for samples provided by the Company and specifies that Novartis will provide SomaLogic OpCo with
rolling, non-binding forecasts of its assay requirements on a quarterly basis. |
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the actual text of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, which statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements are based upon the Company’s current plans, estimates, and expectations, and are subject to known and unknown risks and
uncertainties that may cause actual results to differ materially. The risks and uncertainties that may affect the Company’s future
results of operations are identified and described in more detail in its filings with the Securities and Exchange Commission. You should
not place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this Current Report on
Form 8-K. The Company undertakes no obligation to update these statements as a result of new information or future events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
| |
SomaLogic, Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/ Ruben Gutierrez |
| |
Name: |
Ruben Gutierrez |
| |
Title: |
General Counsel |
January 10, 2023
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