UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2022, the Board of Directors (the “Board”) of Singular Genomics Systems, Inc. (the “Company”) appointed Elaine R. Mardis, Ph.D. to the Board, effective immediately. Dr. Mardis will serve as a Class I director with a term expiring at the Company’s 2022 annual meeting of stockholders or until her successor is duly elected and qualified. The Board determined that Dr. Mardis is independent under the listing standards of The Nasdaq Stock Market.
As a non-employee director, Dr. Mardis will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation policy, which includes an initial grant of an option to purchase 40,000 shares of the Company’s common stock. In addition, the Company has entered into an indemnification agreement and director letter agreement with Dr. Mardis in connection with her appointment to the Board, each of which is in substantially the same form as that entered into with the other directors of the Company. There are no arrangements or understandings between Dr. Mardis and any other person pursuant to which Dr. Mardis was selected as a director, and there are no transactions between Dr. Mardis and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Following the appointment of Dr. Mardis, the Company’s Class I directors consist of Dr. Mardis and Jason Ryan.
A copy of the press release issued by the Company announcing Dr. Mardis’ appointment is furnished as Exhibit 99.1 hereto.
Also, on January 5, 2022, the Board authorized and established the Science and Technology Committee to oversee science and technology matters of the Company. The Board appointed Eli Glezer, Ph.D. to serve as Chair of the Science and Technology Committee, and appointed Dr. Mardis and David Barker to serve as committee members.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1 (File No. 333-255912) filed with the Securities and Exchange Commission on May 24, 2021). | |
| 99.1 | Press Release issued by the Company on January 6, 2022 announcing the appointment of Dr. Mardis to the Board of Directors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 6, 2022
| Singular Genomics Systems, Inc. | ||
| By: | /s/ Dalen Meeter | |
| Dalen Meeter | ||
| Senior Vice President, Finance Principal Financial Officer and Principal Accounting Officer | ||
Exhibit 99.1
Singular Genomics Appoints Genomics Research Pioneer Elaine R. Mardis, Ph.D., to Board of Directors
La Jolla, CA, January 6, 2022 – Singular Genomics Systems, Inc. (Nasdaq: OMIC), a company leveraging novel next-generation sequencing (NGS) and multiomics technologies to empower researchers and clinicians, today announced the addition of Elaine R. Mardis, Ph.D., to the Company’s Board of Directors. Dr. Mardis is a pioneering researcher internationally recognized in cancer genomics with a focus on the application of genomic technologies to improve the understanding of human disease and the precision of medical diagnosis, prognosis and treatment.
“We are thrilled to have Elaine join the Board of Directors. She brings the rare combination of world-class scientific, industry and governance talents to the role. As a preeminent researcher and leader in cancer genomics – whose work in DNA sequencing has led to significant advances in the understanding of genetic mutations and how they relate to cancer – Elaine will provide invaluable insights to our team,” said Drew Spaventa, Chairman and Chief Executive Officer of Singular Genomics. “Singular Genomics is a science and technology company first. In addition to a strong science and technical background, Elaine’s unique position as a leader in precision medicine who is driving clinical applications of genomics lends itself to our longer-term focus in delivering superior clinical sequencing solutions.”
Since 2016, Dr. Mardis has served as Co-Executive Director of the Institute of Genomic Medicine at Nationwide Children’s Hospital and holds the Steve and Cindy Rasmussen Endowed Chair in Genomic Medicine. She is also Professor of Pediatrics at The Ohio State University College of Medicine. Additionally, Dr. Mardis serves on the Supervisory Board, Science and Technology Committee, and the Compensation and Human Resources Committee at Qiagen. She is currently Deputy Editor for the peer-reviewed journal Disease Models and Mechanisms, Co-Editor-in-Chief of Cancer Research Communications, and Editor-in-Chief of Molecular Case Studies. Previously, Dr. Mardis was a member of the faculty of Washington University School of Medicine for 22 years. Dr. Mardis received her Bachelor of Science degree in zoology and her Ph.D. in chemistry and biochemistry, both from the University of Oklahoma. She has authored more than 380 articles in peer-reviewed journals, has contributed chapters for several medical textbooks, and is an elected member of the U.S. National Academy of Medicine.
“Following the recent launch of the G4 sequencing platform, Singular is well-positioned to become a leader in the next-generation sequencing space, with impressive technology and a strong team committed to improving human health,” said Dr. Mardis. “I look forward to working with Drew, the leadership team and the Board to support the continued evolution of Singular’s sequencing technologies which will help drive advances in science and medicine.”
About Singular Genomics Systems, Inc.
Singular Genomics is a life science technology company that is leveraging novel, next generation sequencing (NGS) and multiomics technologies to build products that empower researchers and clinicians. Our mission is to accelerate genomics for the advancement of science and medicine. Our Singular Sequencing Engine is the foundational platform technology that forms the basis of our products in development as well as our core product tenets: accuracy, speed, flexibility and power. We are currently developing two integrated solutions that are purpose built to target applications in which these core product tenets matter most. Our first integrated solution, the G4 sequencing platform, is targeted at the NGS market. Our second integrated solution in development, the PX, combines single cell analysis, spatial analysis, genomics and proteomics in one integrated instrument to offer a versatile multiomics solution. The G4 and PX sequencing platforms are both comprised of an instrument and an associated menu of consumable kits.
Forward-Looking Statements
Certain statements contained in this press release, other than historical information, may constitute forward-looking statements within the meaning of the Federal securities laws. Any such forward-looking statements are based on our management’s current expectations and are subject to a number of risks and uncertainties that could cause our actual future results to differ materially from our management’s current expectations or those implied by the forward-looking statements. These risk factors that may affect our future results of operations are identified and described in more detail in our filings with the SEC, including our Quarterly Report on Form 10-Q for period ended September 30, 2021, filed with the SEC on November 9, 2021. Accordingly, you should not rely upon forward-looking statements as predictions of future events or our future performance. Except as required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Investor Contact
Matt Clawson
949-370-8500
ir@singulargenomics.com
Media Contact
Dan Budwick, 1AB
973-271-6085
dan@1abmedia.com