--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-038756" form_type: "8-K" ticker: null cik: "0001850906" company_name: "Singular Genomics Systems, Inc." filed_at: "2025-02-27T23:59:59+00:00" generated_at: "2026-05-26T02:29:58.535621+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Singular Genomics acquired by Deerfield for $20/share; becomes private company ## Summary - 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. ## SEC filing metadata - accession: 0001193125-25-038756 - form_type: 8-K - cik: 0001850906 - company_name: Singular Genomics Systems, Inc. - filed_at: 2025-02-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/d923657d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-038756 - JSON: https://secwatch.observer/filing/0001193125-25-038756.json - Plain text: https://secwatch.observer/filing/0001193125-25-038756.txt ## Key facts - Debt Financings Singular Genomics Systems, Inc. incurred credit facility at 8% maturing February 20, 2026. - Instrument: credit facility - Rate: 8% - Maturity: February 20, 2026 - Event: incurrence source text: The loan bears interest at the rate of 8%, is scheduled to mature on February 20, 2026 and is prepayable at any time. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Andrew Spaventa resigned as Chair of the Board at Singular Genomics Systems, Inc.. - Action: resigned - Role: Chair of the Board source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Bryan Sendrowski was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Jason Meyers was appointed as President at Singular Genomics Systems, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Andrew ElBardissi was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Andrew Spaventa was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Dalen Meeter resigned as Chief Financial Officer at Singular Genomics Systems, Inc.. - Action: resigned - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Joshua Stahl was appointed as Chief Executive Officer at Singular Genomics Systems, Inc.. - Action: appointed - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Joshua Stahl was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Avi Kometz was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Eli Glezer resigned as Chief Scientific Officer at Singular Genomics Systems, Inc.. - Action: resigned - Role: Chief Scientific Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Executive change Jason Meyers was appointed as Director at Singular Genomics Systems, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Governance Changes Singular Genomics Systems, Inc.: Bylaws amended and restated to be identical to Merger Sub's bylaws. - Change: bylaw amendment source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - Governance Changes Singular Genomics Systems, Inc.: Certificate of incorporation amended and restated in connection with merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1850906/000119312525038756/0001193125-25-038756-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.