As filed with the Securities and Exchange Commission on September 23, 2022
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of
incorporation or organization)
2945 Wilderness Place
Boulder, CO 80301
(Address of Principal Executive Offices, including Zip Code)
SomaLogic, Inc. 2021 Omnibus Incentive Plan
(Full title of plan)
Chief Executive Officer
2945 Wilderness Place
Boulder, Colorado 80301
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|Charles D. Maguire, Jr.
Tyler F. Mark
Bryan Cave Leighton Paisner LLP
1700 Lincoln Avenue
Denver, CO 80203
2945 Wilderness Place,
Boulder, Colorado 80301
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐
The number of shares of Common Stock reserved and available for issuance under the 2021 Omnibus Incentive Plan automatically increase on January 1 of each year commencing on January 1, 2022, in an amount equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31 of the preceding year, unless the board of directors of the Registrant acts prior to January 1 of a given year to provide that there will be no such increase for such year or that the increase for such year will be a lesser number of shares of Common Stock. The amount registered hereby represents the additional shares reserved and available for issuance under the 2021 Omnibus Incentive Plan on January 1, 2022 and is equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31, 2021.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In this registration statement, SomaLogic,, Inc. is sometimes referred to as “Registrant,” “we,” “us,” or “our.”
As permitted by the rules of the Securities Exchange Commission (“SEC”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by SomaLogic, Inc. (File No. 001-40090) with the SEC are incorporated by reference into this Registration Statement:
|(a)||The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.|
|(b)||The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25, 2022, that are incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.|
|(c)||The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022.|
|(d)||The Registrant’s Current Reports on Form 8-K filed on January 5, 2022, February 16, 2022, March 29, 2022 (Film No. 22780927), June 10, 2022, July 18, 2022, July 27, 2022, August 22, 2022 and August 30, 2022.|
|(e)||The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on February 19, 2021 (File No. 001-40090) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.|
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrant’s amended and restated certificate of incorporation permits indemnification of our directors, officers, employees, and other agents to the maximum extent permitted by the DGCL, and the Registrant’s amended and restated bylaws provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its other officers, employees, and other agents, in each case to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and executive officers, whereby it has agreed to indemnify its directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director or executive officer is or was a director or officer of the Registrant, if such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in or not opposed to the best interest of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. At present, there is no pending litigation or proceeding involving a director or executive officer of the Registrant under which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.
The Registrant maintains insurance policies that indemnify its directors and executive officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
|4.1||Second Amended and Restated Certificate of Incorporation, as currently in effect (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-40090), filed with the SEC on September 1, 2021).|
|4.4||Amended and Restated Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-40090), filed with the SEC on September 1, 2021).|
|5.1||Opinion of Bryan Cave Leighton Paisner LLP.|
|23.1||Consent of Independent Registered Public Accounting Firm.|
|23.2||Consent of Bryan Cave Leighton Paisner LLP (reference is made to Exhibit 5.1).|
|24.1||Power of Attorney (reference is made to the signature page).|
|99.1||2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-4 (File No. 333-256127), filed with the SEC on August 5, 2021).|
|107.1||Calculation of Filing Fees Table.|
Item 9. Undertakings.
|1.||The Registrant hereby undertakes:|
|(a)||To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:|
|(i)||To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;|
|(ii)||To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;|
|(iii)||To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;|
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
|(b)||That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.|
|(c)||To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.|
|2.||The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.|
|3.||Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.|
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, Colorado, on September 23, 2022.
|By:||/s/ Roy Smythe|
|Chief Executive Officer|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Shaun Blakeman and Ruben Gutierrez and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
|/s/ Roy Smythe||Chief Executive Officer and Director||September 23, 2022|
|Roy Smythe||(Principal Executive Officer)|
|/s/ Shaun Blakeman||Chief Financial Officer||September 23, 2022|
|Shaun Blakeman||(Principal Financial and Accounting Officer)|
|/s/ Robert Barchi||Director||September 23, 2022|
|/s/ Eli Casdin||Director||September 23, 2022|
|/s/ Troy Cox||Director||September 23, 2022|
|/s/ Charles M. Lillis||Director||September 23, 2022|
|Charles M. Lillis|
|/s/ Anne Margulies||Director||September 23, 2022|
|/s/ Ted Meisel||Director||September 23, 2022|
|/s/ Richard Post||Director||September 23, 2022|
September 23, 2022
2945 Wilderness Place
Boulder, Colorado 80301
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to SomaLogic, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 9,077,612 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company, which may be issued pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan (the “Plan”).
In connection herewith, we have examined:
|(1)||the Second Amended and Restated Certificate of Incorporation of the Company;|
|(2)||the Amended and Restated Bylaws of the Company;|
|(3)||the Registration Statement; and|
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company, certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinion hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies or by facsimile or other means of electronic transmission, or which we obtained from the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“Edgar”) or other sites maintained by a court or governmental authority or regulatory body and the authenticity of the originals of such latter documents. If any document we examined in printed, word processed or similar form has been filed with the Commission on Edgar or such court or governmental authority or regulatory body, we have assumed that the document so filed is identical to the document we examined except for formatting changes. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Registration Statement and certificates and statements of appropriate representatives of the Company.
September 23, 2022
Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued and delivered upon payment therefor, in accordance with the terms of the Plan, and any relevant agreements thereunder, the Shares will be validly issued, fully paid and non-assessable.
Our opinion herein reflects only the application of the General Corporation Law of the State of Delaware. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in factual matters, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.
This opinion is being delivered by us in connection with the filing of the Registration Statement with the Commission. We do not render any opinion except as set forth above. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name in the Registration Statement. We also consent to your filing copies of this opinion letter with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
|Very truly yours,|
|/s/ Bryan Cave Leighton Paisner LLP|
|Bryan Cave Leighton Paisner LLP|
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the SomaLogic, Inc. 2021 Omnibus Incentive Plan of our report dated March 29, 2022, with respect to the consolidated financial statements of SomaLogic, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Calculation of Filing Fee Tables
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|Security Type||Security Class Title||Fee|
Per Share (2)
|Equity||Common Stock, $0.0001 par value per share||Other||9,077,612||$||3.37||$||30,591.552.44||
|92.70 per |
|Total Offering Amounts||$||30,591.552.44||$||2,835.84|
|Total Fee Offsets||—|
|Net Fee Due||$||2,835.84|
|(1)||Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Common Stock, $0.0001 par value per share, that become issuable under the 2021 Omnibus Incentive Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock.|
|(2)||Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based upon the average of the high and low prices of the Common Stock, as reported on the Nasdaq Capital Market under the symbol “SLGC” on September 20, 2022, which was $3.37 per share.|