M&A - Flynn James E

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000119380525000238

Filing Summary: This Amendment No. 3 to Schedule 13D updates disclosures regarding the merger of Singular Genomics Systems, Inc. On February 19, 2025, stockholders voted to adopt the Merger Agreement, resulting in the merger on February 21, 2025, where Merger Sub merged into the Company, making it a wholly owned subsidiary of Singular Genomics Parent, LLC. All outstanding shares of Common Stock were cancelled and converted into cash at $20.00 per share. The structure of the board of directors was modified post-merger. Notably, the common stock ceased to be listed on the Nasdaq following the merger, with intentions to file a deregistration request. Debt financing of up to $37.5 million was secured to facilitate the merger, highlighting the significant financial logistics involved. The reporting persons' ownership remains at 100% of outstanding shares post-merger, with the power to direct the company's future transactions. Rollover agreements and the treatment of options and RSUs were also outlined, detailing conversion methods and entitlements under specific conditions.