As filed with the Securities and Exchange Commission on May 11, 2022
Registration No. 333-259954
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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 | 52-4298912 | ||
| (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)
Roy
Smythe
Chief Executive Officer
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. 1 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 29, 2022 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, 2021 in such registration statement and the related prospectus. The report of Ernst & Young LLP was filed in the Prospectus Supplement No. 1 dated May 11, 2022 filed pursuant to Rule 424(b)(3). The consent of Ernst & Young LLP is filed as Exhibit 23.4 herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement.
EXHIBIT INDEX
II-1
| * | Previously filed. |
| † | 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. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No.1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on May 11, 2022.
| SOMALOGIC, INC. | ||
| By: | /s/ Roy Smythe | |
| Roy Smythe Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No.1 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 | ||
| * | Chief Executive Officer | May 11, 2022 | ||
| Roy Smythe | (Principal Executive Officer) | |||
| /s/ Shaun Blakeman | Chief Financial Officer | May 11, 2022 | ||
| Shaun Blakeman | (Principal Financial and Accounting Officer) | |||
| * | Director | May 11, 2022 | ||
| Robert Barchi | ||||
| * | Director | May 11, 2022 | ||
| Eli Casdin | ||||
| * | Director | May 11, 2022 | ||
| Troy Cox | ||||
| * | Director | May 11, 2022 | ||
| Charles M. Lillis | ||||
| * | Director | May 11, 2022 | ||
| Anne Margulies | ||||
| * | Director | May 11, 2022 | ||
| Ted Meisel | ||||
| * | Director | May 11, 2022 | ||
| Richard Post | ||||
| * | Director | May 11, 2022 | ||
| Stephen Quake |
| * By: | /s/ Shaun Blakeman | |||
| Shaun Blakeman | ||||
| Attorney-in-Fact | ||||
| /s/ Ruben Gutierrez | ||||
| Ruben Gutierrez | ||||
| Attorney-in-Fact |
II-3
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement No. 333-259954 on Form S-1 of our report dated March 29, 2022 with respect to the consolidated financial statements of SomaLogic, Inc., included in the Prospectus Supplement of SomaLogic, Inc. dated May 11, 2022, which is a part of this Registration Statement.
/s/ Ernst & Young LLP
Denver, Colorado
May 11, 2022