8-K
filed February 27, 2025, 6:59 PM ET
CIK 0001850906
M&A
confidence high
sentiment neutral
materiality 0.90
Singular Genomics Systems, Inc.: M&A transaction — Singular Genomics acquired by Deerfield for $20/share; becomes private company
Singular Genomics Systems, Inc.
- Merger closed Feb 21, 2025; stockholders received $20.00 per share in cash.
- Total cash consideration of approx $37M for outstanding shares not rolled over.
- Stock delisted from Nasdaq; trading suspended effective Feb 21, 2025.
- Josh Stahl appointed CEO; Drew Spaventa continues as Board member and special advisor.
- Deerfield provided $37.5M term loan at 8% due Feb 20, 2026 to fund acquisition.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Singular Genomics Systems, Inc. incurred credit facility at 8% maturing February 20, 2026.
- Instrument
- credit facility
- Rate
- 8%
- Maturity
- February 20, 2026
- Event
- incurrence
Exact text from the filing
The loan bears interest at the rate of 8%, is scheduled to mature on February 20, 2026 and is prepayable at any time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Spaventa resigned as Chair of the Board at Singular Genomics Systems, Inc..
- Action
- resigned
- Role
- Chair of the Board
Exact text from the filing
Each of Andrew Spaventa, the Company’s Chief Executive Officer and Chair of the Company’s Board, Eli Glezer, Ph.D., the Company’s Chief Scientific Officer and Dalen Meeter, the Company’s Chief Financial Officer resigned from the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bryan Sendrowski was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Meyers was appointed as President at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Immediately following the Effective Time, Joshua Stahl was appointed as the Company’s Chief Executive Officer and Jason Myers was appointed as the Company’s President.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew ElBardissi was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Spaventa resigned as Chief Executive Officer and Chair of the Board at Singular Genomics Systems, Inc..
- Action
- resigned
- Role
- Chief Executive Officer and Chair of the Board
Exact text from the filing
Each of Andrew Spaventa, the Company’s Chief Executive Officer and Chair of the Company’s Board, Eli Glezer, Ph.D., the Company’s Chief Scientific Officer and Dalen Meeter, the Company’s Chief Financial Officer resigned from the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Spaventa was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dalen Meeter resigned as Chief Financial Officer at Singular Genomics Systems, Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Each of Andrew Spaventa, the Company’s Chief Executive Officer and Chair of the Company’s Board, Eli Glezer, Ph.D., the Company’s Chief Scientific Officer and Dalen Meeter, the Company’s Chief Financial Officer resigned from the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua Stahl was appointed as Chief Executive Officer at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Immediately following the Effective Time, Joshua Stahl was appointed as the Company’s Chief Executive Officer and Jason Myers was appointed as the Company’s President.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joshua Stahl was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Avi Kometz was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eli Glezer resigned as Chief Scientific Officer at Singular Genomics Systems, Inc..
- Action
- resigned
- Role
- Chief Scientific Officer
Exact text from the filing
Each of Andrew Spaventa, the Company’s Chief Executive Officer and Chair of the Company’s Board, Eli Glezer, Ph.D., the Company’s Chief Scientific Officer and Dalen Meeter, the Company’s Chief Financial Officer resigned from the Company, effective as of immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Meyers was appointed as Director at Singular Genomics Systems, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Immediately following the Effective Time, the Company’s board of directors (the “Board”) was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Singular Genomics Systems, Inc.: Bylaws amended and restated to be identical to Merger Sub's bylaws.
- Change
- bylaw amendment
Exact text from the filing
In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated to be identical to the bylaws of Merger Sub, other than the name of Merger Sub, which was replaced by the name of the Company (the "Amended and Restated Bylaws").
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Singular Genomics Systems, Inc.: Certificate of incorporation amended and restated in connection with merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation set forth on Exhibit A to the Merger Agreement (the "Amended and Restated Certificate of Incorporation",) in accordance with the terms of the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Singular Genomics Systems, Inc. underwent a change of control involving Saturn Merger Sub, Inc. and Singular Genomics Parent, LLC (formed by Deerfield Private Design Fund IV, L.P.) for $20.00 in cash per share (closed 2025-02-21).
- Action
- change of control
- Counterparty
- Saturn Merger Sub, Inc. and Singular Genomics Parent, LLC (formed by Deerfield Private Design Fund IV, L.P.)
- Consideration
- $20.00 in cash per share
- Closing
- 2025-02-21
Exact text from the filing
outstanding as of immediately prior to the Effective Time (other than the Rollover Shares (as defined below)) was cancelled and automatically converted into the right to receive $20.00 in cash, without interest, net of any applicable withholding taxes (the “Merger Consideration”), except that shares of Common Stock and shares of the Company’s non-voting Series A
View on SEC.gov
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