Current Report Filing (8-k)
March 23 2023 - 4:36PM
Edgar (US Regulatory)
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2023-03-17
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2023-03-17
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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 17, 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 |
Common
Stock, $0.0001 par value per share |
|
SLGC |
|
The
NASDAQ Stock Market LLC |
Warrants,
each exercisable for one share of 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
March 17, 2023, SomaLogic, Inc. (the “Company”) and Amy Graves, the Company’s Senior Vice President and Chief Accounting
Officer, agreed to a transition plan, pursuant to which Ms. Graves will depart from the Company effective June 30, 2023 (the “Departure
Date”). In connection with her planned departure, Ms. Graves has stepped down from her role as Chief Accounting Officer, effective
March 17, 2023. The Company and Ms. Graves have agreed that her employment with the Company will continue through the Departure Date,
at which time she will be eligible for the benefits available under the Company’s Key Employee Severance Plan (the “Plan”)
contemplated in the case of a “Qualifying Termination” under the Plan. In addition, Ms. Graves will be eligible to receive:
(i) a retention bonus equal to three months’ salary, (ii) an extension of her “COBRA Payment Period” under the Plan
by an additional three months, and (iii) an extension of the exercise period for her vested options as of the Departure Date through
the two-year anniversary of the Departure Date.
Effective
March 17, 2023, the Company appointed Pi Zheng as its Interim Chief Accounting Officer. Mr. Zheng, age 50, previously
served as the Company’s Vice President, Internal Audit, leading the company’s internal control over financial reporting
implementation beginning in October 2022. Prior to that, from 2016 to 2021, Mr. Zheng served
as the Vice President of Enterprise Risk Management and Internal Audit with Cantel Medical Corporation, a global producer of medical equipment.
In this role, Mr. Zheng implemented an industry-leading risk management program to mitigate the company’s key risks, as well as
modernized the internal audit department. Before that, from 2011 to 2016, Mr. Zheng served in various roles with increasing responsibilities
at IDEX Corporation (NYSE: IEX), a global developer and manufacturer of fluidics systems, optics systems, fire and rescue equipment, and
other specialty engineered products, including Group VP of Finance, CFO of IDEX Asia, corporate finance director, and head of internal
audit. Mr. Zheng, who is currently based in Germany, will continue to be compensated in accordance with the terms of his existing employment
arrangement. Pursuant to his employment agreement, Mr. Zheng is receiving a base salary of EUR23,066.84 per month, and he is eligible
for a target annual bonus of 25% of his gross annual salary and certain other customary benefits, including statutory benefits under German
law. The foregoing summary of Mr. Zheng’s employment agreement does not purport to be complete and is qualified in its entirety
by the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated
herein by reference.
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
23, 2023
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