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Eli Casdin is a member of the Board of Directors
of the Issuer.
The Reporting Persons have acquired their shares
of the Issuer for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and,
depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the business
prospects of the Issuer, general stock market and economic conditions, tax considerations, investment considerations and/or other factors
deemed relevant, may consider increasing or decreasing their investments in the Issuer.
On January 5, 2024, the Issuer completed the
previously announced merger pursuant to the Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”),
by and among the Issuer, SomaLogic, Inc., a Delaware corporation (“SomaLogic”), and Martis Merger Sub, Inc., a Delaware corporation
and wholly owned subsidiary of the Issuer (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into
SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of the Issuer (the “Merger”).
At the consummation of the Merger, each issued
and outstanding share of common stock of SomaLogic, par value $0.0001 per share (“SomaLogic Common Stock”), was converted
into the right to receive 1.11 (the “Exchange Ratio”) Shares, and cash in lieu of fractional shares.
In addition, as of the effective time of the
Merger, the Issuer assumed each SomaLogic stock incentive plan, each outstanding option to purchase shares of SomaLogic Common Stock (the
“Options”) and each outstanding restricted stock unit convertible into shares of SomaLogic Common Stock (the “RSUs,”
and together with the Options, the “Equity Awards”), whether vested or unvested. Each such Equity Award assumed by the Issuer
will continue to have, and be subject to, the same terms and conditions applicable to such Equity Award immediately prior to the effective
time of the Merger, except that (A) each such Option will be exercisable for that number of Shares equal to the number of shares of SomaLogic
Common Stock subject to such Option immediately prior to the effective time of the Merger multiplied by the Exchange Ratio and rounded
down to the next nearest Share, (B) the exercise price per share will be the exercise price per share in effect for that Option immediately
prior to the effective time of the Merger divided by the Exchange Ratio and rounded up to the next nearest cent and (C) each such RSU
will vest for that number of Shares equal to the number of shares of SomaLogic Common Stock subject to such RSU immediately prior to the
effective time of the Merger multiplied by the Exchange Ratio and rounded to the next nearest Share.
In addition, as of the effective time of the
Merger, each SomaLogic warrant, each exercisable for one share of SomaLogic Common Stock, shall be treated in accordance with its terms.
The description
of the Merger Agreement and related transactions (including, without limitation, the Merger) is subject and qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of which is incorporated herein by reference to Exhibit 2.1 of the
8-K filed by the Issuer on January 5, 2024.
Except as set forth in this Schedule 13D, none
of the Reporting Persons have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to change its plans at any time,
as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives, (ii) the Issuer’s financial
condition, business, operations, competitive position, prospects and/or share price, (iii) industry, economic and/or securities markets
conditions, (iv) alternative investment opportunities and (v) other relevant factors.
Without limiting the generality of the preceding
sentence, each of the Reporting Persons reserves the right (subject to any applicable restrictions under law or contracts by which it
is bound) to at any time or from time to time (A) purchase or otherwise acquire additional shares of Common Stock or other securities
of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”),
in the open market, in privately negotiated transactions or otherwise, (B) sell, transfer or otherwise dispose of Issuer Securities in
public or private transactions, (C) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to
Issuer Securities, (D) pledge Issuer Securities to secure obligations of the Reporting Persons and/or (E) encourage (including, without
limitation, through any designated or nominated member of the Issuer’s board of directors (the “Board of Directors”)
and/or communications with directors, management and existing or prospective security holders, investors or lenders of the Issuer, existing
or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore
the following: (i) sales or acquisitions of assets or businesses or extraordinary corporate transactions, such as a merger (including
transactions in which affiliates of Reporting Persons may be proposed as acquirers or as a source of financing), (ii) changes to the Issuer’s
capitalization or dividend policy, (iii) changes to the present Board of Directors, including changes to the number or term of members
of the Board of Directors or filling existing vacancies on the Board of Directors, (iv) changes to the Issuer’s by-laws and (v)
other changes to the Issuer’s business or structure.
For avoidance of doubt, the Reporting Persons
further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer. |
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