UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

 of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): January 24, 2024

SomaLogic, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-40090	85-4298912
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(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~~(Registrant’s ~~Applicable~~telephone number, including area code)

(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 of 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, par value $0.0001 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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company x

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 72.01 ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets.

OnAs ~~January~~previously 2announced, ~~2024~~SomaLogic, Inc., a Delaware corporation (“SomaLogic”), entered into an Agreement and Plan of Merger on October 4, 2023 (the “Merger Agreement”) with Standard BioTools Inc., a Delaware corporation (“~~SomaLogic~~Standard BioTools”), ~~issued~~and aMartis ~~press~~Merger ~~release~~Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”). SomaLogic’s stockholders adopted the Merger Agreement at a ~~copy~~special meeting of ~~which~~stockholders isheld ~~attached~~on asJanuary 4, ~~Exhibit~~2024 99(the “Special Meeting”).1 Pursuant to the ~~this~~terms ~~Current Report~~of the Merger Agreement, on ~~Form~~January 5, ~~8-K~~2024, following the filing of a certificate of merger with the Secretary of the State of Delaware, Merger Sub merged with and isinto ~~incorporated~~SomaLogic, ~~herein~~with bySomaLogic ~~reference~~surviving as a wholly owned subsidiary of Standard BioTools (the “Merger”).

Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each share of common stock, par value $0.0001 per share, of SomaLogic (the “SomaLogic Common Stock”) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.11 (the “Exchange Ratio”) fully paid and non-assessable shares of common stock, par value $0.001 per share, of Standard BioTools (the “Standard BioTools Common Stock”), and cash in lieu of any fractional shares.

In addition, as of the effective time of the Merger, Standard BioTools assumed each SomaLogic stock incentive plan, each outstanding option to purchase shares of SomaLogic Common Stock (the “Options”) and each outstanding restricted stock unit convertible into shares of SomaLogic Common Stock (“RSUs,” and together with the Options, the “Equity Awards”), whether vested or unvested. Each such Equity Award assumed by Standard BioTools will continue to have, and be subject to, the same terms and conditions applicable to such Equity Award immediately prior to the effective time of the Merger, except that (A) such Option will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number of shares of SomaLogic Common Stock subject to such Option immediately prior to the effective time of the Merger multiplied by the Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock, (B) the exercise price per share will be the exercise price per share in effect for that Option immediately prior to the effective time of the Merger divided by the Exchange Ratio and rounded up to the next nearest cent and (C) such RSU will vest for that number of shares Standard BioTools Common Stock equal to the number of shares of SomaLogic Common Stock subject to such RSU immediately prior to the effective time of the Merger multiplied by the Exchange Ratio and rounded to the next nearest share of Standard BioTools Common Stock.

In addition, as of the effective time of the Merger, each SomaLogic warrant (“Warrants”) shall be treated in accordance with the terms of such warrant. The issuance of shares of Standard BioTools Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Standard BioTools’ registration statement on Form S-4 (File No. 333-275533) filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2023, as amended on December 1, 2023 and declared effective on December 1, 2023 (the “Registration Statement”). The Registration Statement contains additional information about the Merger, including information concerning the interests of directors, executive officers and affiliates of SomaLogic and Standard BioTools in the Merger.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the Merger Agreement, a copy of which is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Standard BioTools or SomaLogic or to modify or supplement any factual disclosures about SomaLogic in its public reports filed with the Commission. The Merger Agreement includes representations, warranties and covenants of Standard BioTools and SomaLogic made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors and securityholders should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Standard BioTools, SomaLogic or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to Commission filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, on January 5, 2024, SomaLogic notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed and requested that trading of shares SomaLogic Common Stock and Warrants on The Nasdaq Capital Market be suspended. In addition, Nasdaq has filed an application on Form 25 with the Commission to remove the shares of SomaLogic Common Stock and Warrants from listing on the Nasdaq Capital Market and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SomaLogic intends to file a certificate on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, on January 5, 2024, a change in control of SomaLogic occurred, and SomaLogic is now a wholly owned subsidiary of Standard BioTools. The information set forth in Items 2.01 and 5.02 hereof is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

In connection with the closing of the Merger and pursuant to the terms of the Merger Agreement, all of the members of SomaLogic’s board of directors (the “SomaLogic Board”) resigned as of the effective time of the Merger. As previously disclosed, Tom Carey, Troy Cox and Kathy Hibbs will serve on Standard BioTools’ board of directors. No director resigned as a result of any disagreement with SomaLogic on any matter relating to SomaLogic’s operations, policies or practices.

Effective immediately following the resignations described above, Michael Egholm, Ph.D., Jeffrey Black, and Hanjoon Alex Kim were appointed as the directors of the SomaLogic Board.

Officers

In addition, as of the closing of the Merger, the executive officers of SomaLogic ceased to be executive officers of SomaLogic. No officers resigned as a result of any disagreement with SomaLogic on any matter relating to SomaLogic’s operations, policies or practices. Dr. Egholm, the President, Chief Executive Officer, Treasurer and Secretary of Merger Sub, was appointed to the officer positions of President, Chief Executive Officer, Treasurer and Secretary of SomaLogic, which are the only officer positions of SomaLogic immediately following the effective time of the Merger.

The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the conversion of SomaLogic equity awards is incorporated by reference into this Item 5.02.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, the certificate of incorporation and bylaws of SomaLogic were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Merger Sub in effect immediately prior to the effective time of the Merger. The amended and restated certificate of incorporation and amended and restated bylaws of SomaLogic are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the following matters were submitted to a vote of stockholders.

As of the close of business on November 29, 2023, the record date for the Special Meeting, there were 188,679,133 shares of SomaLogic Common Stock issued and outstanding and entitled to vote.

Set forth below are the proposals voted upon at the Special Meeting and the preliminary voting results. Based on the preliminary results, at least 146,320,073 shares of SomaLogic Common Stock were voted in person or by proxy at the Special Meeting.

Proposal 1 (“SomaLogic Merger Proposal”): To consider and vote on a proposal to adopt the Merger Agreement:

For		Against		Abstentions		Broker Non-Votes
102,420,542		41,584,624		2,314,907		None

Proposal 2 (“Adjournment Proposal”): To approve adjournments of the Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of the SomaLogic Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to SomaLogic stockholders:

For		Against		Abstentions		Broker Non-Votes
99,747,391		44,175,760		2,396,922		None

Given that the SomaLogic Merger Agreement was also approved, no such adjournment is deemed to be necessary.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit No.	Description

2.1*	Agreement and Plan of Merger, by and among SomaLogic, Merger Sub and Standard BioTools, dated as of October 4, 2023 (incorporated by reference to Exhibit 2.1 to SomaLogic’s Current Report on Form 8-K filed with the Commission on October 4, 2023)
3.1	Amended and Restated Certificate of Incorporation of SomaLogic, Inc.
3.2	Amended and Restated Bylaws of SomaLogic, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~99.1~~* ~~Press~~Certain ~~Release,~~of ~~dated~~the asschedules ofto ~~January~~this 2,exhibit ~~2024~~have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

~~104 Cover Page Interactive Data File (embedded within the Inline XBRL document).~~SIGNATURES

Additional Information and Where to Find It

As previously disclosed, on October 4, 2023, SomaLogic, Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which, among other matters, Merger Sub will merge with and into SomaLogic (the “Merger”), with SomaLogic surviving the Merger as a wholly owned subsidiary of Standard BioTools. In connection with the Merger and required stockholder approval, Standard BioTools filed with the Form S-4, which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 1, 2023. The Form S-4 includes a definitive joint proxy statement of Standard BioTools and SomaLogic and also constitutes a final prospectus of Standard BioTools. The definitive joint proxy statement was mailed or otherwise made available to stockholders of Standard BioTools and SomaLogic on or about December 4, 2023. Standard BioTools’ and SomaLogic’s stockholders are urged to carefully read the joint proxy statement/prospectus (including all amendments, supplements and any documents incorporated by reference therein) and other relevant materials filed or to be filed with the SEC and in their entirety because they contain important information about the Merger and the parties to the Merger. Investors and stockholders may obtain free copies of these documents and other documents filed with the SEC at its website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Standard BioTools at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or by contacting SomaLogic Investor Relations at investors@somalogic.com.

Participants in the Solicitation

Standard BioTools, SomaLogic and each of their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from SomaLogic’s stockholders with respect to the Merger. Information about Standard BioTools’ directors and executive officers, including their ownership of Standard BioTools’ securities, is set forth in the joint proxy statement/prospectus, Standard BioTools’ proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023, Current Reports on Form 8-K, which were filed with the SEC on May 3, 2023, May 15, 2023, June 16, 2023 and July 28, 2023, and Standard BioTools’ other filings with the SEC. Information concerning SomaLogic’s directors and executive officers, including their ownership of SomaLogic securities, is set forth in the joint proxy statement/prospectus, SomaLogic’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023, Current Reports on Form 8-K, which were filed with the SEC on June 6, 2023, as amended on June 14, 2023, June 9, 2023, October 4, 2023 and December 12, 2023, and SomaLogic’s other filings with the SEC. Investors may obtain more detailed information regarding the direct and indirect interests of Standard BioTools and its respective executive officers and directors in the Merger, which may be different than those of Standard BioTools’ stockholders generally, by reading the definitive proxy statements regarding the Merger, which have been filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, at http://investors.standardbio.com or by contacting Standard BioTools’ Investor Relations department at investors@standardbio.com or at https://investors.somalogic.com or by contacting SomaLogic Investor Relations at investors@somalogic.com.

No Offer or Solicitation

This Current Report on Form 8-K and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of the management of Standard BioTools and SomaLogic that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements, many of which are beyond the control of Standard BioTools and SomaLogic. All statements other than statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) are statements that could be deemed forward-looking statements, although not all forward- looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. Forward-looking statements may include statements regarding the expected timing of the closing of the Merger; the ability of the parties to complete the Merger considering the various closing conditions; and any assumptions underlying any of the foregoing. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy the conditions to the consummation of the Merger, including obtaining stockholder and regulatory approvals; (iii) the Merger may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the Merger on the ability of Standard BioTools or SomaLogic to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Standard BioTools or SomaLogic does business, or on Standard BioTools’ or SomaLogic’s operating results and business generally; (v) Standard BioTools’ or SomaLogic’s respective businesses may suffer as a result of uncertainty surrounding the Merger and disruption of management’s attention due to the Merger; (vi) the outcome of any legal proceedings related to the Merger or otherwise, or the impact of the Merger thereupon; (vii) Standard BioTools or SomaLogic may be adversely affected by other economic, business and/or competitive factors, (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement and the Merger; (ix) restrictions during the pendency of the Merger that may impact Standard BioTools’ or SomaLogic’s ability to pursue certain business opportunities or strategic transactions; (x) the risk that Standard BioTools or SomaLogic may be unable to obtain governmental and regulatory approvals required for the Merger, or that required governmental and regulatory approvals may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger; (xi) risks that the anticipated benefits of the Merger or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; (xii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiii) risks relating to the value of the Standard BioTools shares to be issued in the Merger; (xiv) the risk that post-closing integration of the Merger may not occur as anticipated or the combined company may not be able to achieve the benefits expected from the Merger, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses; (xv) exposure to inflation, currency rate and interest rate fluctuations, as well as fluctuations in the market price of Standard BioTools’ and SomaLogic’s traded securities; (xvi) the lingering effects of the COVID-19 pandemic on Standard BioTools’ and SomaLogic’s industry and individual companies, including on counterparties, the supply chain, the execution of research and development programs, access to financing and the allocation of government resources; (xvii) the ability of Standard BioTools or SomaLogic to protect and enforce intellectual property rights; and (xviii) the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Standard BioTools’ and SomaLogic’s response to any of the aforementioned factors. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools’ most recent quarterly report on Form 10-Q filed with the SEC on November 7, 2023, on its most recent annual report on Form 10-K filed with the SEC on March 14, 2023 and in Standard BioTools’ other filings with the SEC, as well as the “Risk Factors” section of SomaLogic’s most recent quarterly report on Form 10-Q filed with the SEC on November 8, 2023, on its most recent annual report on Form 10-K filed with the SEC on March 28, 2023 and in SomaLogic’s other filings with the SEC. The risks and uncertainties described above and in the SEC filings cited above are not exclusive and further information concerning Standard BioTools and SomaLogic and their respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Current Report on Form 8-K. While Standard BioTools and SomaLogic may elect to update such forward-looking statements at some point in the future, they disclaim any obligation to do so, other than as may be required by law, even if subsequent events cause their views to change.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 2, 2024	SOMALOGIC, INC.
Date: January 5, 2024		SOMALOGIC, INC.
	By:	/s/ Ruben Gutierrez
	Name:	Ruben Gutierrez
		Ruben Gutierrez
	Title:	General Counsel
		General Counsel

Filing Compare · SomaLogic, Inc.