As filed with the Securities and Exchange Commission on January 5, 2024
Registration No. 333-260892
Registration No. 333-267596
Registration No. 333-270914
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-260892
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-267596
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270914
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOMALOGIC, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | | | | 85-4298912 |
(State or other jurisdiction of
incorporation or organization) | | | | (IRS Employer Identification No.) |
2945 Wilderness Place
Boulder, Colorado 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 title of the plans)
Michael Egholm, Ph.D.
President and Chief Executive Officer
SomaLogic, Inc.
2945 Wilderness Place
Boulder, CO 80301
(303) 625-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ethan Skerry, Esq.
David Michaels, Esq.
Julia Forbess, Esq.
Fenwick & West LLP
902 Broadway
New York, NY 10010
(212) 430-2600
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 | x | Smaller reporting company | x |
| | | 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE AND DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the deregistration of all shares of common stock, $0.0001 par value per share (“Common Stock”), of SomaLogic, Inc., a Delaware corporation (the “Company” or the “Registrant”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
| File No. | | Date Originally
Filed
with the SEC | | Name of Equity Plan or Agreement | | Shares of
Common Stock
Originally
Registered | |
| 333-260892 | | November 9, 2021 | | SomaLogic, Inc. 2009 Equity Incentive Plan | | | 1,465,243 | |
| | | | | SomaLogic, Inc. 2017 Equity Incentive Plan | | | 10,434,393 | |
| | | | | SomaLogic, Inc. 2021 Omnibus Incentive Plan | | | 21,300,000 | |
| | | | | SomaLogic, Inc. 2021 Employee Stock Purchase Plan | | | 425,100 | |
| | | | | Option Agreements Outside of Equity Incentive Plan | | | 5,259,078 | |
| | | | | | | | | |
| 333-267596 | | September 26, 2022 | | SomaLogic, Inc. 2021 Omnibus Incentive Plan | | | 9,077,612 | |
| | | | | | | | | |
| 333-270914 | | March 28, 2023 | | SomaLogic, Inc. 2021 Omnibus Incentive Plan | | | 9,382,398 | |
On January 5, 2024, pursuant to the Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”), by and among Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Standard BioTools.
As a result of the Merger and the related transactions contemplated by the Merger Agreement, the Company has terminated any and all offerings of the Company’s securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Company hereby removes from registration all such securities of the Company registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on January 5, 2024.
| | SOMALOGIC, INC. |
| | |
| | |
| | By: | /s/ Michael Egholm, Ph.D. |
| | | Michael Egholm, Ph.D. |
| | | President and Chief Executive Officer |
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
