Current Report Filing (8-k)
23 June 2023 - 6:17AM
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): June 15, 2023
SomaLogic, Inc.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40090 |
|
52-4298912 |
(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 Applicable
(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 to 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 |
Class A common stock, $0.0001 par value per share |
|
SLGC |
|
The NASDAQ Stock Market LLC |
Warrants, each exercisable for one share of Class A 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On June 15, 2023, SomaLogic, Inc. (the “Company”)
entered into Second Amendment to Collaboration Agreement (the “Amendment”) with Illumina Cambridge, Ltd. (“Illumina
Cambridge”), and with Illumina, Inc. (together with Illumina Cambridge, “Illumina”), solely as guarantor of certain
obligations of Illumina Cambridge under the Collaboration Agreement, dated as of December 31, 2021, as amended by the First Amendment
on November 14, 2022 (collectively, the “Collaboration Agreement”). The Amendment amends the Collaboration Agreement pursuant
to which the parties develop co-branded, distributable next generation sequencing based proteomic distributable kits (the “Licensed
Products”).
The
Amendment modifies the Collaboration Agreement, among other ways, as follows:
| ● | To
expand Illumina’s rights to use certain of the Company’s intellectual property
to develop Licensed Products by including the right to make H1 Probes and H2 Probes (as defined
in the Amendment), and |
| ● | Illumina
grants the Company a license, including the right to grant and authorize sublicenses,
to any Probe Improvements (as defined in the Amendment) controlled by Illumina. |
The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the actual text of the Amendment, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
June 22, 2023 |
SomaLogic, Inc. |
|
|
|
|
By: |
/s/ Ruben Gutierrez |
|
Name: |
Ruben Gutierrez |
|
Title: |
General Counsel |
2
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