SEC Filing | Singular Genomics

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Spaventa Andrew

(Last)

(First)

(Middle)

10931 N. TORREY PINES ROAD

SUITE#100

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2021

3. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,613,571	I	By The Andrew K. Spaventa Living Trust dated April 9, 2014⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	362,266	0.00	I	By Axon Ventures X, LLC⁽³⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	201,155	0.00	I	By Axon Ventures X, LLC⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	152,463	0.00	I	By Axon Ventures X, LLC⁽³⁾
Employee Stock Option (right to buy)	⁽⁶⁾⁽⁷⁾	12/16/2029	Common Stock	1,286,429	0.63	I	By The Andrew K. Spaventa Living Trust dated April 9, 2014⁽¹⁾
Convertible Promissory Note	⁽⁷⁾	⁽⁸⁾	Common Stock	173,144	17.6	I	By Axon Ventures X, LLC⁽³⁾

Explanation of Responses:

1. The Reporting Person is the trustee of The Andrew K. Spaventa Living Trust dated April 9, 2014 and has voting and dispositive power with respect to these shares.

2. The Series Seed Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series Seed Preferred Stock has no expiration date.

3. The shares are held directly by Axon Ventures X, LLC. The Reporting Person is a managing partner of Axon Ventures X, LLC and may be deemed to have shared voting and investment power over shares held by Axon Ventures X, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. The Series A Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

5. The Series B Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

6. Option granted under the Singular Genomics Systems, Inc. 2016 Stock Plan. The option shares vest and become exercisable in 48 equal monthly installments beginning on December 17, 2019.

7. The Convertible Note has a principal amount of $3,000,000.00, and accrues interest at the rate of 6% per annum compounded annually. The Convertible Note will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at a conversion price of $17.60 per share.

8. The maturity date of the Convertible Note is the earlier to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew Spaventa	05/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SINGULAR GENOMICS SYSTEMS, INC.
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, the undersigned hereby constitutes and appoints each
of Dalen Meeter and Daralyn Durie, signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned a Form ID Application, if
required, and submit the same to the United States Securities and Exchange
Commission;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Singular Genomics Systems, Inc. (the "Company")
or as a holder of 10% or more of the Company's securities, Forms 3, 4 and 5, and
any amendments thereto, in accordance with Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules thereunder and, if necessary, such forms
or similar reports required by state or foreign regulators in jurisdictions in
which the Company operates;

(3) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or
similar form or report required by state or foreign regulators, and any
amendments thereto, and file such form or report with the United States
Securities and Exchange Commission and any stock exchange or similar authority
or appropriate state or foreign regulator; and

(4) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required to be done by the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder. This Power of Attorney may be filed with the SEC as a
confirming statement of the authority granted herein.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Date: April 27, 2021

By: /s/ Andrew Spaventa

Name: Andrew Spaventa