UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 19, 2024 |
Singular Genomics Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-40443 | 81-2948451 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3010 Science Park Road
San Diego, California 92121 |
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(858) 333-7830
(Registrant’s address of principal executive offices and 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:
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Title of Each Class
| | Trading
Symbol(s) | |
Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share | | OMIC | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
On September 18, 2024, Tang Capital Management, LLC and certain affiliated entities (collectively, “Tang Capital”) filed a Schedule 13D with the U.S. Securities and Exchange Commission containing a proposal from Concentra Biosciences, LLC (“Concentra”), an affiliate of Tang Capital, to acquire all of the outstanding shares of common stock of Singular Genomics Systems, Inc. (the “Company”) that are not already owned by Tang Capital for $12.00 per share in cash (the “Proposal”). As alternative consideration, Concentra stated that it would consider, assuming it receives sufficient interest from existing stockholders, inviting interested stockholders to elect to continue to participate in any future value realized from the Company’s ongoing business by receiving a contingent value right in lieu of receiving $12.00 per share in cash.
A copy of the Company’s press release announcing the filing of the Proposal is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Singular Genomics Systems, Inc. |
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Dated: | September 19, 2024 | By: | /s/ Dalen Meeter |
| | | Dalen Meeter
Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer |
