--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-001828" form_type: "8-K" ticker: null cik: "0001837412" company_name: "SomaLogic, Inc." filed_at: "2024-01-05T23:59:59+00:00" generated_at: "2026-06-07T03:22:11.933040+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # SomaLogic completes merger with Standard BioTools; each share converted into 1.11 Standard BioTools shares ## Summary - Merger closed Jan 5, 2024; SomaLogic now wholly owned subsidiary of Standard BioTools. - Each SomaLogic share converted into 1.11 shares of Standard BioTools common stock; fractional shares paid in cash. - Stockholders approved merger (102.4M for, 41.6M against); SomaLogic Board resigned and new board appointed. - SomaLogic common stock and warrants to be delisted from Nasdaq; Form 15 to terminate SEC reporting. - All outstanding SomaLogic options and RSUs assumed by Standard BioTools, adjusted by exchange ratio. ## SEC filing metadata - accession: 0001104659-24-001828 - form_type: 8-K - cik: 0001837412 - company_name: SomaLogic, Inc. - filed_at: 2024-01-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/tm242079d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-001828 - JSON: https://secwatch.observer/filing/0001104659-24-001828.json - Plain text: https://secwatch.observer/filing/0001104659-24-001828.txt ## Key facts - Executive change Hanjoon Alex Kim was appointed as director at SomaLogic, Inc.. - Action: appointed - Role: director source text: Effective immediately following the resignations described above, Michael Egholm, Ph.D., Jeffrey Black, and Hanjoon Alex Kim were appointed as the directors of the SomaLogic Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - Executive change Michael Egholm was appointed as President, Chief Executive Officer, Treasurer and Secretary at SomaLogic, Inc.. - Action: appointed - Role: President, Chief Executive Officer, Treasurer and Secretary source text: Dr. Egholm, the President, Chief Executive Officer, Treasurer and Secretary of Merger Sub, was appointed to the officer positions of President, Chief Executive Officer, Treasurer and Secretary of SomaLogic, which are the only officer positions of SomaLogic immediately following the effective time of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - Executive change Jeffrey Black was appointed as director at SomaLogic, Inc.. - Action: appointed - Role: director source text: Effective immediately following the resignations described above, Michael Egholm, Ph.D., Jeffrey Black, and Hanjoon Alex Kim were appointed as the directors of the SomaLogic Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - Executive change Michael Egholm was appointed as director at SomaLogic, Inc.. - Action: appointed - Role: director source text: Effective immediately following the resignations described above, Michael Egholm, Ph.D., Jeffrey Black, and Hanjoon Alex Kim were appointed as the directors of the SomaLogic Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - M&A Transactions SomaLogic, Inc. underwent a change of control involving Standard BioTools Inc. (closed 2024-01-05). - Action: change of control - Counterparty: Standard BioTools Inc. - Closing: 2024-01-05 source text: Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the “Merger”). evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - Shareholder Votes SomaLogic, Inc. shareholders approved To consider and vote on a proposal to adopt the Merger Agreement. - Proposal: merger approval - Outcome: passed source text: Proposal 1 (“SomaLogic Merger Proposal”): To consider and vote on a proposal to adopt the Merger Agreement: For Against Abstentions Broker Non-Votes 102,420,542 41,584,624 2,314,907 None evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm - Shareholder Votes SomaLogic, Inc. shareholders approved To approve adjournments of the Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of the SomaLogic Merger Proposal. - Proposal: merger approval - Outcome: passed source text: Proposal 2 (“Adjournment Proposal”): To approve adjournments of the Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of the SomaLogic Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to SomaLogic stockholders: For Against Abstentions Broker Non-Votes 99,747,391 44,175,760 2,396,922 None evidence_url: https://www.sec.gov/Archives/edgar/data/1837412/000110465924001828/0001104659-24-001828-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.