Singular Genomics Systems (OMIC) SC TO-IIssuer tender offer statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

SINGULAR GENOMICS SYSTEMS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

82933R100

(CUSIP Number of Class of Securities)

Andrew Spaventa

Chief Executive Officer and Chairperson of the Board

Singular Genomics Systems, Inc.

3010 Science Park Road

San Diego, California 92121

(858) 333-7830

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

The information set forth under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” in the Offer to Exchange Eligible Option(s) for New Option(s) dated July 25, 2022 (the “Exchange Offer”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

(a) Name and Address.

Singular Genomics Systems, Inc., a Delaware corporation (the “Company” or “Singular”), is the issuer of the securities subject to the Exchange Offer. The Company’s principal executive offices are located at 3010 Science Park Road, San Diego, California 92121, and the telephone number of its principal executive offices is (858) 333-7830.

(b) Securities.

This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain option holders that are providing services to Singular, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), for New Option(s) (as defined below) to purchase shares of the Company’s Common Stock. Neither the Company’s executive officers or key employees, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022, (the “Executive Officers”), nor the members of the Company’s Board of Directors (the “Board”) will be eligible to participate in this offer.

An option will be eligible for exchange (an “Eligible Option”) if it (i) is held by an Eligible Holder (as defined in the Exchange Offer), (ii) was granted under the Company’s 2021 Equity Incentive Plan, as amended, or the Company’s 2016 Stock Plan, as amended, (iii) was issued between May 6, 2021 and January 3, 2022, and (iv) has an exercise price between $10.99 and $26.23 per share of Common Stock. As of July 25, 2022, Eligible Option(s) to purchase 995,482 shares of Common Stock were outstanding.

Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Option(s), the Company will grant New Option(s) (each, a “New Option”) following the Expiration Time (as defined in the Exchange Offer) for the same number of shares of Common Stock underlying the tendered Eligible Option and subject to the terms and conditions described in the Exchange Offer and in the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).

The information set forth in the Exchange Offer under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” and the information set forth under Section 1 (“Eligible Holders; Eligible Option(s); the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 5 (“Acceptance of Eligible Option(s) for Exchange; Grant of New Option(s)”) and Section 7 (“Price Range of Our Common Stock”) of the Offering Memorandum for the Exchange Offer contained in the Exchange Offer (the “Offering Memorandum”) are incorporated herein by reference.

(c) Trading Market and Price.

The information set forth under Section 7 (“Price Range of Our Common Stock”) of the Offering Memorandum is incorporated herein by reference.

(a) Name and Address.

The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum are incorporated herein by reference.

The address of each Executive Officer and director of the Company is:

Singular Genomics Systems, Inc.

3010 Science Park Road

San Diego, CA 92121

The directors and Executive Officers of the Company are set forth below:

(a) Material Terms.

The information set forth in the Exchange Offer under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” and the information set forth in the Offering Memorandum under Section 1 (“Eligible Holders; Eligible Option(s); the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 3 (“Procedures for Tendering Eligible Option(s)”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Eligible Option(s) for Exchange; Grant of New Option(s)”), Section 6 (“Conditions of the Exchange Offer”), Section 8 (“Information Concerning Singular; Financial Information”), Section 10 (“Accounting Consequences of the Exchange Offer”), Section 11 (“Legal Matters; Regulatory Approvals”), Section 12 (“Material United States Tax Consequences”) and Section 13 (“Extension of the Exchange Offer; Termination; Amendment”) are incorporated herein by reference.

(b) Purchases.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

(e) Agreements Involving the Subject Company’s Securities.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) and Exhibit (d)(2) also contain information regarding agreements relating to securities of the Company.

(a) Purposes.

The information set forth under Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) of the Offering Memorandum is incorporated herein by reference.

(b) Use of Securities Acquired.

The information set forth under Section 5 (“Acceptance of Eligible Option(s) for Exchange; Grant of New Option(s)”) of the Offering Memorandum is incorporated herein by reference.

(c) Plans.

The information set forth under Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) of the Offering Memorandum is incorporated herein by reference.

(a) Source of Funds.

The information set forth under Section 14 (“Consideration; Fees and Expenses”) of the Offering Memorandum is incorporated herein by reference.

(b) Conditions.

The information set forth under Section 6 (“Conditions of the Exchange Offer”) of the Offering Memorandum is incorporated herein by reference.

(d) Borrowed Funds.

Not applicable.

(a) Securities Ownership.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

(b) Securities Transactions.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

(a) Solicitations or recommendations.

Not applicable.

(a) Financial Information.

The information set forth under Section 8 (“Information Concerning Singular; Financial Information”) and Section 15 (“Additional Information”) of the Offering Memorandum is incorporated herein by reference.

(b) Pro Forma Information.

Not applicable.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

(c) Other Material Information.

Not applicable.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: July 25, 2022