Post-effective Amendment to an S-8 Filing (s-8 Pos)
26 September 2022 - 8:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 23, 2022
Registration No. 333-260892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
|
SomaLogic, Inc.
|
(Exact name of registrant as specified in its charter) |
Delaware |
|
52-4298912 |
(State or other jurisdiction of
incorporation or
organization) |
|
(I.R.S. Employer
Identification No.) |
2945
Wilderness Place
Boulder,
CO 80301
(Address
of Principal Executive Offices, including Zip Code)
SomaLogic,
Inc. 2009 Equity Incentive Plan
SomaLogic,
Inc. 2017 Equity Incentive Plan
SomaLogic,
Inc. 2021 Omnibus Incentive Plan
SomaLogic,
Inc. 2021 Employee Stock Purchase Plan
Option
Agreements Outside of Equity Incentive Plan
(Full
titles of plans)
Roy Smythe
Chief
Executive Officer
SomaLogic,
Inc.
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 |
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 ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (this “Registration Statement”) is being filed pursuant to Rule 462(d) solely to update the Consent
of Independent Auditors by Ernst & Young LLP, included as Exhibit 23.1 to the Registration Statement on Form S-8 (File No. 333-260892)
filed with the Securities and Exchange Commission on November 9, 2021 (the “Original Filing”).
Except as described above, this Registration Statement
does not update, amend or modify any other information, statement or disclosure contained in the Original Filing. No additional securities
are to be registered, and registration fees were paid upon filing of the Original Filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Reference is made under this Item 8 to the exhibit index included in
this Registration Statement.
Exhibit Index
Signatures
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 Post-Effective Amendment No. 1 to the above-referenced Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boulder, Colorado, on September 23, 2022.
|
SOMALOGIC, INC. |
|
|
|
By: |
/s/ Roy Smythe |
|
|
Roy Smythe |
|
|
Chief Executive Officer |
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.
Signature |
|
Title |
|
Date |
|
|
|
|
|
* |
|
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) |
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Robert Barchi |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Eli Casdin |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Troy Cox |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Charles M. Lillis |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Anne Margulies |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Ted Meisel |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 23, 2022 |
Richard Post |
|
|
|
|
* By: |
/s/ Shaun Blakeman |
|
|
Shaun Blakeman
Attorney-in-Fact |
|
|
|
|
|
/s/ Ruben Gutierrez |
|
|
Ruben Gutierrez
Attorney-in-Fact |
|
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