M&A - Singular Genomics Systems, Inc.

Form Type: POS AM

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525031295

Filing Summary: On February 21, 2025, Singular Genomics Systems, Inc. completed a merger as per the Agreement and Plan of Merger signed on December 22, 2024, with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc. In this transaction, Merger Sub merged with and into Singular Genomics Systems, Inc., resulting in the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. Following this merger, the Company is deregistering any unsold securities under its existing registration statements, in compliance with the Securities Act of 1933. This Post-Effective Amendment serves to formally remove and withdraw any registered securities that remain unsold as of the filing date.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525031309

Filing Summary: Singular Genomics Systems, Inc. filed a post-effective amendment to deregister shares of its common stock under several prior registration statements on Form S-8, as part of a merger agreement. The merger, which occurred on February 21, 2025, involved a merger between Singular Genomics Systems, Inc. and Saturn Merger Sub, Inc., a wholly-owned subsidiary of Singular Genomics Parent, LLC, with the company continuing as the surviving entity. In conjunction with the merger, all prior offerings of securities were terminated, leading to the deregistration of the unissued shares from the specified registration statements. This process is in accordance with the requirements set by the Securities Act of 1933, effectively removing any unsold securities from registration as of the closing date of the merger.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525031315

Filing Summary: On February 21, 2025, Singular Genomics Systems, Inc. filed a post-effective amendment to deregister shares of its common stock that were registered but unsold under several registration statements associated with its equity incentive plans. This action follows the merger of Singular Genomics Systems, Inc. with its parent company Singular Genomics Parent, LLC. The merger was executed pursuant to an Agreement and Plan of Merger, resulting in the company continuing as the surviving entity and becoming wholly owned by the parent. This filing serves to terminate the effectiveness of the earlier registration statements and to remove any securities that remain unsold at the time of the merger. The document outlines the registration numbers and number of shares associated with different plans, indicating a total deregistration due to the merger.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525031319

Filing Summary: On February 21, 2025, Singular Genomics Systems, Inc. filed a post-effective amendment to its Form S-8 registration statements to deregister shares of its common stock that were registered but unsold or otherwise unissued as a result of a merger agreement entered on December 22, 2024. In this merger agreement, Singular Genomics Parent, LLC, and its subsidiary, Saturn Merger Sub, Inc., merged with Singular Genomics, allowing the latter to continue as the surviving entity and a wholly-owned subsidiary of Parent. Consequently, the company terminated all offerings of its securities under existing registration statements, necessitating the filing of these amendments to terminate the effectiveness of the prior registrations and deregister any unsold shares.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525031324

Filing Summary: On February 21, 2025, Singular Genomics Systems, Inc. filed a post-effective amendment (the 'Post-Effective Amendments') to deregister all shares of its common stock that were previously registered but unsold or unissued under several Registration Statements filed with the SEC. This action follows the execution of a Merger Agreement on December 22, 2024, where Singular Genomics Parent, LLC and its wholly-owned subsidiary, Saturn Merger Sub, Inc., merged with Singular Genomics Systems, Inc., which became a wholly-owned subsidiary of Parent. The affected registrations included shares under the 2016 Stock Plan, 2021 Equity Incentive Plan, and the 2021 Employee Stock Purchase Plan. The filing indicates compliance with the termination directives related to the merger and the need to update the effectiveness of the registration statements.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312525031333

Filing Summary: On February 21, 2025, Singular Genomics Systems, Inc. executed a merger agreement wherein Saturn Merger Sub, Inc., a wholly owned subsidiary of Singular Genomics Parent, LLC, merged with Singular Genomics Systems, Inc. Following the merger, the company continues as a wholly-owned subsidiary of Parent. As part of this action, the company is deregistering all shares of common stock that were previously registered under multiple S-8 registration statements but remain unsold or unissued. The post-effective amendments are being filed with the SEC to terminate the effectiveness of these registration statements in accordance with the requirements of the Securities Act of 1933.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000119312525029713

Filing Summary: On February 19, 2025, Singular Genomics Systems, Inc. held a special meeting of stockholders to vote on a merger proposal and an adjournment proposal. The merger proposal involved adopting an Agreement and Plan of Merger, wherein the company would merge with Singular Genomics Parent, LLC, with the company surviving as a wholly owned subsidiary of Parent. A total of 2,537,024 shares were eligible to vote, with approximately 80.0% participation. The results showed 2,023,327 votes in favor, 3,933 against, and 1,045 abstentions, leading to the approval of the merger proposal. Additionally, the adjournment proposal to delay the meeting if needed to gather more proxies was approved, but it was ultimately unnecessary as the merger had sufficient votes for approval.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000119312525026180

Filing Summary: This 8-K filing reports on the legal developments related to Singular Genomics Systems, Inc.'s proposed merger, which was initiated by the filing of a Definitive Proxy Statement on January 15, 2025. The merger involves Singular, Singular Genomics Parent, LLC, and Saturn Merger Sub, Inc., with the special shareholder meeting scheduled for February 19, 2025, to vote on the merger proposal. Recent litigation has been initiated by stockholders claiming that the Proxy Statement did not disclose material information, alleging it to be misleading. They seek to halt the merger until the necessary information is disclosed. Although Singular asserts these claims lack merit, it has opted to supplement the Proxy Statement voluntarily without admitting any wrongdoing, to circumvent potential delays and expenses from the ongoing disputes. Key components of the merger discussions included terms of engagement with financial advisors and considerations of Singular's net operating losses in relation to the merger agreement. A thorough analysis of financial projections was also shared, with projections on revenues and profits spanning from 2025 to 2033 included, reinforcing the complexity and anticipated conditions surrounding the merger.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525026185

Filing Summary: On February 13, 2025, Singular Genomics Systems, Inc. announced a merger agreement under which it will merge with Saturn Merger Sub, Inc., a wholly owned subsidiary of Singular Genomics Parent, LLC. The merger, aimed at consolidating business operations, requires approval from Singular's stockholders, with a special meeting scheduled for February 19, 2025. The company recently faced lawsuits claiming the proxy statement filed on January 15, 2025, was misleading, which has led to a decision by the company to voluntarily supplement the disclosures within the statement. The supplemental disclosure includes information regarding financial advisory services provided by TD Securities, transaction fees, and forecasts for financial projections. The company asserts that the claims made in the lawsuits lack merit. This merger is expected to provide Singular a structure that enhances value and operational efficiency.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525006292

Filing Summary: Singular Genomics Systems, Inc. is calling a special meeting of stockholders for February 19, 2025, to approve a merger agreement dated December 22, 2024. The merger involves the company merging with a wholly-owned subsidiary of Singular Genomics Parent, LLC, facilitated by Deerfield Management Company. Shareholders will have the chance to vote on the agreement, which will convert their shares at a price of $20.00 per share in cash, representing significant premiums over previous trading values. The company’s Board and a special committee recommend approval, affirming the merger will benefit shareholders. Additionally, stockholders will be notified about their appraisal rights. Voting procedures are detailed, emphasizing that attendance at the virtual meeting requires prior registration. The document outlines financial implications, conditions to closing, and potential appraisal rights for dissenting stockholders.

Document Link: View Document

Form Type: PREM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287199

Filing Summary: Singular Genomics Systems, Inc. has filed a preliminary proxy statement regarding a special meeting of stockholders scheduled to consider and vote on a proposal to approve an Agreement and Plan of Merger dated December 22, 2024. The merger would merge Singular with a subsidiary of Singular Genomics Parent, LLC, with Singular becoming a wholly owned subsidiary. Stockholders will also vote to potentially adjourn the meeting to secure additional proxy votes if necessary. The merger consideration is proposed at $20.00 per outstanding share of Singular's common stock, representing a premium of approximately 253% over the stock's closing price on September 11, 2024. The board of directors has recommended approval of the merger after evaluation by a special committee and consultations with advisors. Stockholders are advised that they may have appraisal rights regarding this merger proposal, with full details included in the accompanying proxy statement.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284273

Filing Summary: On December 22, 2024, Singular Genomics Systems, Inc. entered into a Merger Agreement with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc. The agreement outlines the merger of Merger Sub with Singular Genomics, with Singular Genomics remaining as a wholly owned subsidiary of Parent. Deerfield Private Design Fund IV, L.P. is involved as a shareholder of the Company. Shareholders will receive $20.00 per share in cash as Merger Consideration, subject to certain exclusions. A special committee of the Board approved the agreement. Customary closing conditions apply, including securing stockholder approval, and the potential payment of a termination fee of $1,520,246 under certain circumstances. A press release was issued on December 23, 2024, announcing the merger.

Document Link: View Document

Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284276

Filing Summary: On December 22, 2024, Singular Genomics Systems, Inc. entered into an Agreement and Plan of Merger with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc. to merge with Merger Sub, resulting in Singular Genomics becoming a wholly owned subsidiary of Parent. The Merger Agreement, approved by the Company’s Board of Directors, entails the cancellation of common and preferred shares held by stockholders and the conversion to cash payment of $20.00 per share for specific stockholders. Certain shares will not be converted, including those held by stockholders exercising appraisal rights and those under a Rollover Agreement with Deerfield Private Design Fund IV, L.P., the Parent's passive investor. Key provisions include a cash settlement for vested stock options and restricted stock units, the procurement of financing by Parent to cover merger costs, and conditions for the consummation of the merger, including stockholder approval. A termination fee applies under certain conditions if the agreement is ended prematurely. Support Agreements with stockholders owning approximately 17.2% of voting power have been signed, promising their vote in favor of the merger. A press release was issued on December 23, 2024, announcing the execution of the Merger Agreement, with further details including proxy materials to be filed with the SEC.

Document Link: View Document