Current Report Filing (8-k)
March 09 2023 - 4:38PM
Edgar (US Regulatory)
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2023-03-06
2023-03-06
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2023-03-06
2023-03-06
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SLGC:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-03-06
2023-03-06
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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): March 6, 2023
SomaLogic, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40090 |
|
85-4298912 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2945
Wilderness Place, Boulder,
Colorado |
|
80301 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (303) 625-9000
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
|
SLGC |
|
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SLGCW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously disclosed, on February 13, 2023,
SomaLogic, Inc. (the “Company”), filed a petition in the Delaware Court of Chancery (the “Court of Chancery”)
pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), seeking validation of an amendment to its certificate
of incorporation (the “Certificate Amendment”) which, among other things, increased the authorized shares of the Company’s
common stock from 400,000,000 to 600,000,000 shares of common stock (eliminating its Class B common stock and renaming Class A common
stock as “common stock”) (the “Section 205 Action”). The Section 205 Action filed by the Company in the Court
of Chancery is captioned In re SomaLogic, Inc., C.A. No. 2023-0175-LWW (Del. Ch.).
On March 6, 2023, the Court of Chancery held a
hearing on the Section 205 Action and granted an order pursuant to Section 205 of the DGCL validating the Company’s Certificate
Amendment and all shares of capital stock of the Company issued in reliance on the effectiveness of the Company’s Certificate Amendment,
each as of the date and time of the original issuance of such shares. A copy of the Court of Chancery’s order is attached as Exhibit
99.1 to this Form 8-K.
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 |
March 9, 2023
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