UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2023
SomaLogic, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40090 | 85-4298912 | ||
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
| 2945 Wilderness Place, Boulder, Colorado | 80301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 625-9000
Not Applicable
(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 to 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2023, SomaLogic Operating Co., Inc., a wholly-owned subsidiary of SomaLogic, Inc. (the “Company”), and Shaun Blakeman, the Company’s Chief Financial Officer, entered into a retention agreement (the “Retention Agreement”). Pursuant to the Retention Agreement, Mr. Blakeman is eligible to receive a cash retention bonus (the “Bonus”) from the Company in consideration for Mr. Blakeman’s continued employment through specified dates. The Bonus is payable in two installments, each equal to three months of Mr. Blakeman’s annual base pay, or $117,500 per installment, on the first payroll date following each of September 16, 2023 and March 16, 2024 (each, a “Retention Date”), subject to Mr. Blakeman’s continued employment through the applicable Retention Date. If Mr. Blakeman is involuntarily terminated by the Company prior to either Retention Date, the remaining portion of the Bonus will accelerate and become payable to Mr. Blakeman. This description of the Retention Agreement is a summary and is qualified in its entirety by reference to the Retention Agreement which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Exhibit Description | |
| 10.1 | Retention Agreement, dated March 28, 2023, between SomaLogic Operating Co., Inc. and Shaun Blakeman | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SomaLogic, Inc. | ||
| (Registrant) | ||
| By: | /s/ Ruben Gutierrez | |
| Name: | Ruben Gutierrez | |
| Title: | General Counsel | |
April 3, 2023
2
Exhibit 10.1
March 16, 2023
Shaun Blakeman
Re: Retention Agreement
Dear Shaun,
As a valued employee of SomaLogic Operating Co., Inc. or its affiliates (collectively, “SomaLogic”), SomaLogic views your continued service and expertise as vital to the success of our company. Therefore, in exchange for your continued employment with SomaLogic, we are pleased to offer you a one-time retention bonus (“Bonus”), as specified below:
| Retention Bonus Amount | Retention Date |
| Three months of base pay | September 16, 2023 |
| Three months of base pay | March 16, 2024 |
This Bonus is contingent upon your continued employment through the Retention Date specified above and will be paid to you in the payroll following the Retention Date, less applicable taxes and deductions.
If you voluntarily terminate your employment from SomaLogic prior to the Retention Date, you will not receive the Bonus specified above.
If you are involuntarily terminated by SomaLogic prior to the Retention Date, you will receive the Bonus specified above paid in full regardless of the termination reason or date.
Your employment continues to be subject to the employment policies and practices of SomaLogic as your employer, as applicable, which, among other things, provide that all employment is “at will” and may be terminated by your employer or you at any time for any reason or for no reason. Nothing contained in this retention agreement shall (a) confer on you any right to continue in the employ of SomaLogic; (b) constitute any contract for employment; or (c) in any way alter the at-will nature of your employment with SomaLogic.
The details of this agreement are confidential and you are not permitted to disclose the existence or amount of the Bonus to anyone other than adult members of your immediate family and your legal and tax advisors who may have a need to know such information and agree to keep these terms confidential.
You understand and agree that you are responsible for payment of all applicable taxes, interest and penalties legally imposed on you in connection with this Bonus. SomaLogic shall have no liability to you or any other party with respect to any such tax or amount and you agree to indemnify SomaLogic against all claims arising out of this retention agreement.
To indicate your acceptance of the terms of this retention agreement, please sign in the space provided below.
Thank you for your continued service to SomaLogic.
Accepted and Agreed:
| By: | /s/ Shaun Blakeman | Date: | March 28, 2023 | |
| Shaun Blakeman |