OMIC Singular Genomics Systems Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐

Check the appropriate box:

SINGULAR GENOMICS SYSTEMS, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED DECEMBER 31, 2024

Singular Genomics Systems, Inc.

3010 Science Park Road

San Diego, CA 92121

[●], 2025

To the Stockholders of Singular Genomics Systems, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Singular Genomics Systems, Inc., a Delaware corporation (“Singular”, the “Company”, “we”, “us”, or “our”) to be held virtually on [●], 2025, at [●], Pacific Time, at [●]. Singular will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to physically attend the Special Meeting.

At the Special Meeting, holders of our common stock, par value $0.0001 per share (“Common Stock” or “Singular Common Stock” and together with the Company’s Series A Common Stock Equivalent Convertible Preferred Stock, par value $0.0001 per share (the “Company Preferred Stock” or “Preferred Stock”) the “Company Shares”), will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated December 22, 2024, by and among the Company, Singular Genomics Parent, LLC, a Delaware limited liability company (“Parent”), and Saturn Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and to approve the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger (as defined below). Parent and Merger Sub were formed by Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV” or “Deerfield” and together with Merger Sub, Parent and their respective affiliates, the “Parent Parties”), an investment fund managed by Deerfield Management Company, L.P. Deerfield beneficially owns more than 5% of the outstanding shares of Singular Common Stock. The holders of Singular Common Stock will also be asked to vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, which is attached as Annex A to the accompanying proxy statement (the “Proxy Statement”), Merger Sub will be merged with and into Singular (the “Merger”), with Singular surviving the Merger as a wholly owned subsidiary of Parent, and each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than shares of Common Stock held by the Company, Parent or Merger Sub or any of their direct or indirect subsidiaries, Deerfield, any additional Rollover Stockholders (as defined below), and stockholders that have validly exercised their appraisal rights under the Delaware General Corporation Law (“DGCL”) (including by not voting in favor of the Merger Proposal), will be cancelled and converted into the right to receive $20.00 in cash, without interest, net of any applicable withholding taxes (the “Merger Consideration”). This amount represents a premium of: (1) approximately 253% over the closing price of Singular’s Common Stock on September 11, 2024, the last full trading day before the first public announcement that Deerfield had submitted a proposal to acquire all of the outstanding shares of Singular Common Stock to the Special Committee (as defined below) and (2) approximately 64% over the volume-weighted average price of Singular’s Common Stock for the six-month period ended September 11, 2024.

Following the execution of the Merger Agreement, holders of Company Shares, the Company’s restricted stock units (“Company RSUs”), or options to purchase Common Stock (“Company Options”) may enter into one or more contribution and exchange agreements (any such agreement, a “Rollover Agreement” and any stockholder that enters into a Rollover Agreement, a “Rollover Stockholder”) with Parent, pursuant to which, the Rollover Stockholders will, among other things, agree to directly or indirectly, exchange certain of their respective Company Shares, Company RSUs and/or Company Options for equity interests in Parent, in each case

on the terms and subject to the conditions of the applicable Rollover Agreement. For the avoidance of doubt, Deerfield is expecting to enter into a Rollover Agreement in connection with the closing of the Merger, and as of the date of this Proxy Statement, is the only Rollover Stockholder.

The Company’s Board of Directors (the “Board of Directors” or “Company Board”) formed a special committee (the “Special Committee”) consisting solely of independent and disinterested directors of the Company Board to, among other things, consider, review, evaluate and negotiate the Merger Agreement and the Transactions, including the Merger, and any other alternatives available to the Company, including the possibility of not entering into any transaction or entering into an alternative transaction with another third party, and to provide its recommendations to the Company Board for its approval.

The Special Committee, as more fully described in the accompanying Proxy Statement, evaluated the Merger, in consultation with the Company’s management and its own independent advisors, and considered various material factors.

After careful consideration, the Special Committee unanimously:

Based in part on the unanimous recommendation of the Special Committee, the Company Board:

In evaluating the Merger, the Company Board and the Special Committee consulted with the Company’s management, legal and other advisors and considered various material factors.

The Company Board, acting upon the unanimous recommendation of the Special Committee, recommends that you vote (1) “FOR” the proposal to adopt the Merger Agreement and approve the Transactions, including the Merger and (2) “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement and the Transactions, including the Merger, are approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Singular Common Stock entitled to vote thereon. If you fail to vote, or abstain from voting, on the proposal to adopt the Merger Agreement and approve the Transactions, including the Merger, the effect will be the same as a vote “AGAINST” such proposal.

In considering the recommendations of the Company Board, Singular stockholders should be aware that Singular’s executive officers and directors have certain interests in the Merger that may be different from, or in addition to, the interests of Singular stockholders generally. Those interests are more fully described in the accompanying Proxy Statement. The Special Committee and the Company Board were aware of these interests and considered them, among other matters, in making their recommendations.

In connection with the execution and delivery of the Merger Agreement, the Company and certain of its executive officers and directors, including Andrew Spaventa, Eli Glezer, David Barker, Kim Kamdar, Dalen Meeter, and Michael Pellini, who beneficially owned, in his or her personal capacity, approximately [●]%, [●]%, [●]%, [●]%, [●]%, and [●]%, respectively, of the voting power of Singular Common Stock as of the Record Date (as defined in the accompanying Proxy Statement), have each separately entered into voting and support agreements (each, a “Support Agreement” and together, the “Support Agreements”), pursuant to which they have agreed to vote their shares in favor of the approval and adoption of the Merger Agreement and the Transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the applicable Support Agreement. The form of Support Agreement is attached as Annex B to the accompanying Proxy Statement. For additional information on the beneficial ownership of our executive officers and directors, see the section of the accompanying Proxy Statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

The closing of the Transactions contemplated by the Merger Agreement (including the Merger) is subject to the satisfaction or waiver (if such waiver is permissible under the Merger Agreement or under applicable law) of certain conditions set forth in the Merger Agreement.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement, and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Company Board in connection with its evaluation of the Merger Agreement and the Merger.

We urge you to, and you should, read the accompanying Proxy Statement in its entirety, including the appendices, because it describes the Merger Agreement, the Merger and related agreements and provides specific information concerning the Special Meeting and other important information related to the Merger. In addition, you may obtain information about us from documents filed with the United States Securities and Exchange Commission.

As required by Section 262 of the Delaware General Corporation Law (“Section 262”), the Company is notifying all stockholders entitled to vote at the Special Meeting on the Merger Agreement and the Transactions, including the Merger that you are or may be entitled to assert appraisal rights in connection with the proposed Merger. The procedures you are required to follow in order to exercise your appraisal

rights are summarized in the accompanying Proxy Statement in the section captioned “The Merger – Appraisal Rights” beginning on page 90, and a copy of Section 262 is included with the accompanying Proxy Statement as Annex D.

If you fail to vote, or abstain from voting, on the proposal to adopt the Merger Agreement and approve the Transactions, including the Merger, the effect will be the same as a vote “AGAINST” such proposal but will have no effect on any proposals to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Whether or not you plan to virtually attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone to ensure that your shares will be represented at the Special Meeting. If you are a holder of record of outstanding shares of Common Stock as of the Record Date (or a legal proxy holder) and intend to attend the virtual Special Meeting and vote in person (electronically) during the virtual Special Meeting, your electronic vote at the Special Meeting will revoke any proxy previously submitted. Submitting a proxy will not prevent you from voting shares for which you are the record holder if you subsequently choose to attend the Special Meeting virtually.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement and the Transactions, including the Merger, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Singular Common Stock “FOR” the proposal to adopt the Merger Agreement and approve the Transactions, including the Merger, will have the same effect as voting “AGAINST” such proposal but will have no effect on any proposals to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

Laurel Hill Advisory Group

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

On behalf of the Company Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Andrew Spaventa

Chairman and Chief Executive Officer

The accompanying Proxy Statement is dated [●], 2025 and, together with the enclosed form of proxy card, is first being mailed on or about [●], 2025.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED DECEMBER 31, 2024

SINGULAR GENOMICS SYSTEMS, INC.

3010 SCIENCE PARK ROAD

SAN DIEGO, CA 92121

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2025

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Singular Genomics Systems, Inc., a Delaware corporation (“Singular”, the “Company”, “we”, “us”, or “our”), will be held virtually on [●], 2025, at [●], Pacific Time, at [●], for the following purposes:

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated December 22, 2024, by and among Singular, Singular Genomics Parent, LLC Inc., a Delaware limited liability company (“Parent”), and Saturn Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”) and to approve the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger (as defined below) (the “Merger Proposal”). Parent and Merger Sub were formed by Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV” or “Deerfield”), an investment fund managed by Deerfield Management Company, L.P., which beneficially owns more than 5% of the outstanding shares of Singular Common Stock. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Singular (the “Merger”), and Singular will become a wholly owned subsidiary of Parent; and

2. To consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”).

Only holders of record of shares of our Common Stock, par value $0.0001 per share (the “Common Stock” or “Singular Common Stock”), as of the close of business on [●], 2025 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof. You will be able to attend the Special Meeting by visiting the virtual meeting website at [●]. You will not be able to physically attend the Special Meeting. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement (the “Proxy Statement”) to “present in person” or “in person” shall mean virtually present at the Special Meeting, unless the context otherwise requires.

The Company’s Board of Directors (the “Board of Directors”) has determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the holders of Company Shares (other than Excluded Holders) (each as defined in the accompanying Proxy Statement) and has approved and declared advisable and in the best interests of the Company to enter into the Merger Agreement. The Board of Directors made its determination after consideration of a number of factors more fully described in the accompanying Proxy Statement.

The Board of Directors recommends that you vote (1) “FOR” the Merger Proposal, and (2) “FOR” the Adjournment Proposal.

As required by Section 262 of the Delaware General Corporation Law (“Section 262”), the Company is notifying all stockholders entitled to vote at the Special Meeting on the Proposal Merger that you are or may be entitled to assert appraisal rights in connection with the proposed Merger. The procedures you are required to follow in order to exercise your appraisal rights are summarized in the accompanying Proxy Statement in the section captioned “The Merger — Appraisal Rights” beginning on page 90, and a copy of Section 262 is included with the accompanying Proxy Statement as Annex D.

Your vote is important, regardless of the number of shares of Common Stock you own. Whether or not you plan to virtually attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting by video conference and vote via the virtual meeting website, [●], your vote will revoke any proxy that you have previously submitted.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Singular Common Stock entitled to vote thereon.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast by the holders of all of the shares of stock present or in person or represented by proxy at the Special Meeting and voting affirmatively or negatively on such matter. You may also submit your proxy card by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services and in the section of the accompanying Proxy Statement captioned “The Special Meeting” beginning on page 119.

If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of Singular Common Stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock “FOR” the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Stockholders that do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Singular Common Stock if they deliver a demand for appraisal before the vote is taken on the Merger Proposal and comply with the applicable requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex D to the accompanying Proxy Statement.

Dated: [●], 2025

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting through the online portal at [●] will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) virtually attend the Special Meeting through the virtual meeting website, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Adjournment Proposal.

We encourage you to read the accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of Common Stock, please contact our Proxy Solicitor:

Laurel Hill Advisory Group

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.”

The Special Meeting starts at [●] on [●]. Stockholders of record are encouraged to access the meeting website prior to the start time to allow time for check in. If a stockholder of record experiences any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Stockholders of record do not need to register to virtually attend the Special Meeting webcast. Instructions on the proxy card will explain how to access the Special Meeting.

Even if you plan to virtually attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you virtually attend the Special Meeting and vote through the online portal, your vote will revoke any proxy previously submitted.

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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions. If you hold your shares in “street name” and you plan to vote your shares virtually in attendance at the Special Meeting, you should contact your bank, broker or agent to obtain a legal proxy or broker’s proxy card to have available during the Special Meeting in order to vote.

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The Board of Directors, acting on the unanimous recommendation of the Special Committee, recommends that you vote (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

Upon termination of the Merger Agreement under specified circumstances, Singular will be required to pay Parent a termination fee of $1,520,246 (as described in the section of this Proxy Statement captioned “The Merger Agreement — Termination Fees”).

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote via the online portal at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank,

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broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the Merger Proposal. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Assuming a quorum is present, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote through the online portal at the Special Meeting will not have any effect on the Adjournment Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the Adjournment Proposal. Abstentions will be counted for purposes of determining whether a quorum is present but will have no effect on the Adjournment Proposal.

For more information, you should read “The Merger — Recommendation of the Company’s Board of Directors and Reasons for the Merger” for a discussion of the factors that the Company Board considered in deciding to recommend the approval of the Merger Agreement. See also “The Merger — Interests of Singular’s Directors and Executive Officers in the Merger.”

In connection with the execution and delivery of the Merger Agreement, the Company and certain Company board members and Singular executive officers, including Andrew Spaventa, Eli Glezer, David Barker, Kim Kamdar, Dalen Meeter, and Michael Pellini separately entered into Support Agreements, pursuant to which they have agreed to vote their shares in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the applicable Support Agreement. For more information about the voting intentions of our officers and directors and certain other Singular stockholders, see “The Merger — Intent of Singular’s Directors and Executive Officers to Vote in Favor of the Merger.”

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Common Stock held in “street name.” In that case, this Proxy Statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other

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nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, to vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or other nominee. Additionally, you should follow the instructions on the voting form provided by your bank, broker or other nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Singular Common Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone or through the online portal at the Special Meeting.

Even if you plan to virtually attend the Special Meeting, you are strongly encouraged to vote your shares of Singular Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still submit your vote via the online portal at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and submit your vote via the online portal, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee. Additionally, you should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

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If you hold your shares of Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the Merger Proposal; and (2) “FOR” the Adjournment Proposal.

Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

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A Non-U.S. Holder (as defined in the section captioned “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

At the Effective Time, each Unvested Stock Option will be cancelled and forfeited without consideration or payment.

Each Designated Continuing Employee RSU will be cancelled at the Effective Time and converted into a an Assumed RSU and settled in Parent Class B Units, on the same terms and conditions (except with respect to the employment terms applicable to the holders of Designated Continuing Employee RSUs with the Surviving Corporation), including applicable vesting requirements, as applicable to each such Designated Continuing Employee RSU immediately prior to the Effective Time, except that the number of Parent Class B Units underlying such Assumed RSU will be equal to 20.

Each Other Vested RSU that is outstanding as of the Effective Time will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the Merger Consideration multiplied by (2) the number of shares of Singular Common Stock subject to each such Other Vested RSU (less all applicable deductions and withholdings required by law).

Each Other Unvested RSU that is outstanding as of the Effective Time will be cancelled without consideration or payment.

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Laurel Hill Advisory Group

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

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FORWARD-LOOKING STATEMENTS

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. All forward-looking statements included in this document are based on information available to the Company on the date hereof. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date as of which the statements were made. We cannot guarantee any future results, levels of activity, performance or achievements. In addition to other factors and matters contained in or incorporated by reference in this Proxy Statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption, (2) the information contained under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q and (3) all subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this Proxy Statement and attributable to us or any person acting on our behalf. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE MERGER

The following is a discussion of the Merger, including the process undertaken by the Company, the Board and the Special Committee in identifying and determining whether to engage in the Merger. This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Background of the Merger

As part of its ongoing evaluation of the Company’s business, the Company Board, together with the Company’s management team, regularly reviews and assesses the Company’s strategic direction, financial performance and business opportunities with a view towards strengthening the Company’s business and identifying opportunities to increase stockholder value. As part of this evaluation, in August 2023, the Company Board determined that it would be in the best interests of the Company and its stockholders to consider a variety of strategic alternatives for the Company, including, among other things, potential commercial partnership and licensing arrangements, asset and company sale transactions to both strategic and financial buyers, cost-cutting initiatives, and certain changes to the focus of its long-term business plan. To lead and administer this process, the Company Board formed the Special Committee, which originally consisted of Jason Ryan, an independent director and the chair of the Company Board’s audit committee, and Michael Pellini, M.D., the Company Board’s lead independent director. The Company Board delegated authority to the Special Committee to provide oversight of the management team’s strategic plans for increasing stockholder value and to evaluate all reasonably available options to achieve this outcome. As further discussed below, the membership in the Special Committee was adjusted over time as circumstances warranted based on the strategic alternatives likely to be considered and presented to the Special Committee, including adding Kim Kamdar, Ph.D., an independent director, as a member of the Special Committee in November 2023, and later replacing Dr. Pellini and Dr. Kamdar with two other independent and disinterested members of the Company Board, Elaine Mardis, Ph.D. and Marcia Eisenberg, Ph.D., in August 2024.

In September 2023, the Company entered into a non-disclosure agreement with a publicly-traded life sciences company (“Company F”), and hosted Company F at its offices to present and discuss the Company’s business and opportunities and to respond to due diligence questions.

In October 2023, the Company entered into a non-disclosure agreement with a privately-held life sciences company (“Company GG”) to discuss potential strategic alternatives.

In October 2023, after Company F notified the Company that it was not interested in pursuing a potential strategic transaction with the Company.

In November 2023, the Company Board and the Special Committee interviewed and evaluated numerous financial advisors. Following such evaluation, the Special Committee authorized management to engage TD Securities as the Company’s financial advisor with respect to the strategic alternative process. The Company signed an engagement agreement with TD Securities on December 4, 2023, and TD Securities began contacting third parties regarding the Company’s strategic alternatives process.

Beginning with this initial outreach in December 2023 through the date that the Company entered into the Merger Agreement with Deerfield (December 22, 2024), the Company and TD Securities had discussions with potential acquirors and other strategic partners, including contacting approximately 70 third parties, entering into non-disclosure agreements with 34 third parties, and receiving indications of interest from six separate bidders. During this same period, the Special Committee met 44 times to discuss the strategic alternatives progress and the status of discussions with third parties potentially interested in a strategic transaction to acquire the Company

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or key assets of the Company or to enter into a strategic or partnership relationship with the Company. Throughout this process, the Company Board received regular updates from the Special Committee as well as members of the Company’s management team, and provided the Special Committee with feedback regarding the strategic alternatives process. A summary of the material events beginning in late 2023 through December 22, 2024 that led to the Company entering into the Merger Agreement with Deerfield is provided below.

The Company and TD Securities Begin Outreach

Following its engagement by the Company on December 4, 2023, TD Securities began contacting third parties regarding the Company’s strategic alternatives process.

On December 12, 2023, TD Securities performed outreach to 38 third parties conveying that the Company was conducting a formal strategic alternatives process.

On December 13, 2023, TD Securities held a virtual meeting with Company F to discuss the Company’s strategic alternatives process.

On December 15, 2023, an investment firm focused on the life sciences and healthcare industry (“Company I”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 15, 2023, a publicly-traded biotechnology company (“Company BB”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 17, 2023, Company F entered into an amended and restated non-disclosure agreement with the Company after expressing interest in the strategic alternative process.

On December 18, 2023, a publicly-traded life sciences company (“Company D”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 19, 2023, Company GG entered into an amended non-disclosure agreement with the Company.

On December 20, 2023, a publicly-traded life sciences company (“Company AA”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 20, 2023, a publicly-traded life sciences company (“Company K”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 22, 2023, a publicly-traded life sciences company (“Company W”) entered into an amended and restated non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On December 22, 2023, Company F provided the Company with due diligence questions.

On December 27, 2023, a privately-held laboratory sciences company (“Company V”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

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On January 2, 2024, a privately-held life sciences company (“Company EE”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential partnership or merger-of-equals.

On January 4, 2024, members of the Company’s management team met virtually with representatives of Company D and provided a management presentation regarding the Company’s business.

On January 5, 2024, a privately-held life sciences company (“Company R”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential merger-of-equals.

Between January 9 and January 10, 2024, the Company’s management team and representatives of TD Securities met with Company K, Company W, a privately-held life sciences company (“Company MMM”), and a publicly-traded life sciences company (“Company CCC”) in separate meetings during the JP Morgan Annual Healthcare Conference in San Francisco to discuss the Company’s business and the strategic alternatives process and to respond to due diligence questions.

On January 15 and January 16, 2024, representatives of TD Securities sent process letters to approximately 17 companies that had expressed interest in the strategic alternatives process. The process letters sent to interested parties required initial indications of interest for a potential strategic transaction with the Company be returned to TD Securities by February 2, 2024 and requested that the indications of interest include details on purchase price, key assumptions, strategic considerations, diligence requirements, timing, approval conditions and other information that may be relevant for the Special Committee and the Company Board to consider in evaluating the indications of interest.

On January 16, 2024, representatives of TD Securities held a virtual meeting with representatives of Company EE to discuss the strategic alternative process and Company EE’s long-term business plan.

On January 16, 2024, Company R entered into a new non-disclosure agreement with the Company after expressing interest in exploring a potential merger-of-equals.

On January 19, 2024, a publicly-traded life sciences company (“Company S”) entered into a new non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On January 22, 2024, representatives of TD Securities held a second virtual meeting with representatives of Company EE to discuss the strategic alternatives process and Company EE’s long-term business plan.

On January 26, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company S and the Company’s management team provided Company S with a management presentation discussing the Company’s business, plans and opportunities.

On January 29, 2024, members of the Company’s management team and Company AA met at the Company’s offices where the Company’s management team led the group in a management presentation. Representatives of TD Securities joined the meeting virtually.

On January 31, 2024, representatives of TD Securities and Company F held a virtual meeting to discuss the strategic alternatives process.

On February 7, 2024, representatives of the Company and an investment firm focused on the healthcare industry (“Company T”) held an in-person meeting at the Advances in Genome Biology and Technology (AGBT) Conference, a genome science and technology conference, to discuss the Company’s business and plans.

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On February 8, 2024, Company T entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On February 9, 2024, representatives of TD Securities and Company F held a virtual meeting to discuss the strategic alternatives process.

On February 9, 2024, the Special Committee held a meeting, with members of management and representatives of TD Securities and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (“Gunderson”), counsel to the Company and, at that time, to the Special Committee, in attendance. Representatives of TD Securities reported on the status of the strategic alternatives process. They reported that TD Securities had contacted 41 parties regarding the Company’s strategic alternatives process since December 2023. They reported that 11 of these parties executed non-disclosure agreements, and that four parties, in addition to Company F, had attended management presentations. TD Securities also reported that 31 of these parties indicated that they were not interested in engaging or were unlikely to engage in the strategic alternatives process. TD Securities also reported that it had held virtual meetings with various third parties to discuss the Company’s business and opportunities and the strategic alternatives process and to respond to due diligence questions. They reported that no third party had submitted an indication of interest by the February 2, 2024 deadline. They discussed the various reasons the parties provided for their decision not to submit an indication of interest, including, among others: the adverse state of the life sciences market, risks related to the Company’s cash burn and real estate obligations, and the early stage of the Company’s product development and commercialization activities. The representatives of TD Securities then discussed the parties that remained interested in the strategic alternatives process, and provided their recommendations for how the Company and the Special Committee could continue to engage with these parties. They then left the meeting and the Company’s management provided a report on the Company’s business and product development plans and on its financial status, including its available cash and operating runway.

On February 12, 2024, the Special Committee held a meeting, with members of management in attendance. The Special Committee discussed the status of the strategic alternatives process, including discussing the fact that no third party had submitted an indication of interest. Members of management discussed their recent communications with the parties that remained interested in the strategic alternatives process. Management then reviewed the Company’s annual operating plan and corporate strategy, including management’s investigation into cost-reduction efforts and its consideration to shift the business to focus on spatial business opportunities utilizing its G4X instrument.

On February 13, 2024, representatives of TD Securities and Company F held another virtual meeting to discuss the strategic alternatives process. During that call, Company F informed the representatives of TD Securities that it was not interested in continuing to participate in the strategic alternative process.

On February 16, 2024, representatives of TD Securities and representatives of Company T held a virtual meeting to discuss the strategic alternatives process.

On February 21, 2024, representatives of Company F notified TD Securities that Company F desired to re-engage in the strategic alternatives process, and subsequently on February 26, 2024, representatives of Company F, members of the Company’s management team and representatives of TD Securities held a virtual meeting to discuss the Company’s business, diligence matters and the strategic alternatives process.

On February 29, 2024, the Company Board held a meeting, with members of the Company’s management team and representatives of Gunderson and Williams & Connolly, LLP, intellectual property counsel to the Company, in attendance. At the meeting, Williams & Connolly reviewed the Company’s intellectual property portfolio. Following this discussion, the Company Board met in executive session with the Company’s Chief Executive Officer and Chairman of the Board (“CEO”) and the representatives of Gunderson. The Company’s CEO provided the Company Board with an update on the status of the strategic alternatives process, including

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recent communications with potential interested parties. The Company’s CEO then led the Company Board in a discussion of potential cost-reduction opportunities and management’s recommended shift in the Company’s business strategy to focus on spatial biology business opportunities utilizing the G4X instrument.

Following this discussion, the remaining members of the Company’s management team joined the Company Board meeting. The members of management then provided the Company Board with a general business, product development, commercialization and financial update. Following these presentations, the members of management left the meeting, other than the Company’s CEO, Chief Financial Officer (“CFO”), and General Counsel (“GC”). The Company Board, along with the remaining members of management, held an executive strategy session to discuss the Company’s strategic plans, including a shift in focus to spatial biology business opportunities utilizing the G4X instrument. Management discussed potential product development timelines and risks related to pursuing spatial biology business opportunities. Following the discussion, the Company Board met in executive session to discuss reports from the Company Board’s various committees.

On March 1, 2024, representatives of Company F and TD Securities discussed the Company’s strategic alternative process. Company F declined to provide a formal indication of interest for a strategic transaction with the Company. Company F suggested that it might consider an opportunity to obtain an exclusive license to the Company’s spatial biology chemistry and intellectual property assets for $20 to $25 million.

On March 1, 2024, an investment firm focused on the life sciences and technology industries and an existing stockholder of the Company (“Company C”), entered into a new non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On March 4, 2024, an investment firm focused on the life sciences industry (“Company U”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On March 5, 2024, members of the Company’s management team met at the Company’s offices with representatives of Company T to discuss the Company’s business and to conduct due diligence. Representatives of TD Securities participated in the meeting virtually.

On March 6, 2024, representatives of TD Securities and Company D held a virtual meeting to discuss the strategic alternatives process.

On March 6, 2024, Company MMM provided the Company and TD Securities with certain financial diligence materials regarding Company MMM’s business and financial condition.

On March 7 and March 11, 2024, representatives of TD Securities and Company C held virtual meetings to discuss the strategic alternatives process and the Company’s potential spatial biology business opportunities.

On March 11, 2024, TD Securities performed additional outreach to select companies that might be interested the Company’s spatial and/or next generation sequencing (“NGS”) business opportunities to assess their interest in acquiring the Company or its assets or pursuing a partnership or joint venture with the Company.

On March 11, 2024, TD Securities had a call with representatives of a privately-held life sciences company (“Company Z”).

From March 12, 2024 through March 27, 2024, representatives of TD Securities held various virtual meetings with Company CC, Company AA, a publicly-traded life sciences company (“Company H”), a publicly-traded life sciences company (“Company JJ”) and a private life sciences company (“Company O”) to discuss the strategic alternatives process.

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On March 13, 2024, Company I entered into a revised non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On March 13, 2024, TD Securities sent additional outreach to certain parties that might be interested the Company’s spatial and/or NGS business opportunities to assess their interest in acquiring the Company or its assets or pursuing a partnership or joint venture with the Company.

On March 18, 2024, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the SEC. The Company also publicly announced a workforce reduction of approximately 20% of the Company’s headcount and a shift in the Company’s business strategy to focus its resources more heavily on its spatial biology business opportunities.

On March 19, 2024, the Company Board held a meeting, with members of the Company’s management team and representatives of TD Securities and Gunderson participating. At the meeting, the representatives of TD Securities provided an update on the strategic alternatives process. They reviewed the status of each of the parties that remained interested in the strategic alternatives process. They reported that Company F declined to provide a formal indication of interest for a strategic transaction with the Company, but Company F suggested that it might consider an opportunity to obtain an exclusive license to the Company’s spatial biology chemistry and intellectual property assets for $20 to $25 million. Company T indicated an interest in continuing to conduct additional due diligence on the Company. Company D indicated its intent to provide a formal offer regarding a potential acquisition of the Company in the near term. The representatives of TD Securities also confirmed that they had reached out to 21 parties that they had previously contacted in the initial process outreach (between December 2023 and February 2024), to determine whether they would be interested in the Company’s spatial biology business. Five of these 21 parties expressed interest in conducting process calls with TD Securities to discuss the strategic alternatives process. The representatives of TD Securities also reported that they had held virtual meetings with various parties to discuss the strategic alternatives process. The representatives of TD Securities then left the meeting, and the representatives of Gunderson led the Company Board in a discussion regarding the Company Board’s fiduciary duties. The Company’s CEO then provided a business update. The Company Board then discussed Company F’s potential interest in an exclusive license to the Company’s chemistry and intellectual property assets for $20 to $25 million. The Company Board also discussed that Company F had not delivered a written indication of interest for the Company Board to consider. Following a discussion, the Company Board determined that it could not evaluate this opportunity or determine Company F’s real interest unless Company F was willing to deliver a written indication of interest for the Company Board to consider. The Company Board directed management to continue working with TD Securities on the strategic alternatives process, including pursuing potential asset deals that could create competitive pressure that could be used to encourage Company F to provide an indication of interest to acquire the Company. They also requested management and TD Securities to expand the scope of the strategic alternatives process to include alternatives for the Company to transition from a public reporting company to a private company as well as potential merger-of-equals or reverse merger opportunities.

On March 19, 2024, Company D submitted a non-binding indication of interest to acquire the Company in a stock-for-stock merger. In allocating the ownership of the combined company, the Company would be allocated ownership based on a 10% premium to the Company’s net cash balance on the date the merger closed, and Company D would be valued based on its market trading price.

On March 23, 2024, an investment firm focused on the healthcare industry (“Company FF”) entered into a new non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On March 25, 2024, Deerfield entered into a non-disclosure agreement with the Company to obtain a business update.

On March 26, Company T entered into a common interest agreement with the Company.

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On March 26, 2024, Company H entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On March 26, 2024, Company D provided the Company with due diligence questions.

On March 27, 2024, the Company and representatives of Company T held a virtual meeting to address due diligence items. Company T notified the Company that it would not be able to move forward with the Company until it had completed a transaction that Company T was currently involved in.

On March 28, 2024, members of the Company’s management team, representatives of TD Securities and representatives of a publicly-traded life sciences company (“Company N”) met virtually to discuss the strategic alternatives process and to conduct due diligence on the Company’s business.

On March 29, 2024, members of the Company’s management team and representatives TD Securities held a virtual meeting to discuss the non-binding initial indication of interest from Company D. Following the meeting, TD Securities reached out to Company D to set up a due diligence call between the parties.

On April 1, 2024, the Company Board held a meeting, with members of the Company’s management and representatives of Gunderson participating. David Barker and Dr. Mardis were absent. At the meeting, members of the Company’s management team reviewed a revised annual operating plan reflecting the Company’s recent headcount reduction and its strategic focus on spatial biology business opportunities. Members of the Company’s management team then provided an update regarding the strategic alternatives process.

On April 2, 2024, an investment firm focused on the healthcare technology industry (“Company DD”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On April 9, 2024, members of the Company’s management team met virtually with representatives of Company D and provided a management presentation regarding the Company’s business. The Company’s management team also responded to Company D’s due diligence questions.

On April 9, 2024, Company C submitted a non-binding indication of interest for an acquisition of the Company. The indication of interest was preliminary and did not indicate the price per share Company C would be willing to pay as part of its acquisition proposal.

On April 15, 2024, an investment firm focused on the life science technology industry (“Company J”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On April 16, 2024, the Special Committee held a meeting, with members of the Company’s management team and representatives from TD Securities and Gunderson participating. Representatives of TD Securities reported on the status of the strategic alternatives process, including the status of discussions with third parties who remained interested in the strategic alternatives process. They also reviewed the indications of interest the Company had received from Company C and Company D, including key terms and recommended next steps. They also reported that the Company management team had conducted a due diligence session focused on Company D’s business, financial condition, and opportunities. They also reported that Company T communicated that it was not interested in moving forward in the strategic alternatives process. The representatives of TD Securities also reported that Company AA remained engaged in the strategic alternatives process and was evaluating a potential commercial arrangement to propose to the Company. They also reported that Company CC had re-engaged in the strategic alternatives process, and planned to conduct a due diligence visit to the Company’s headquarters. The representatives of TD Securities then left the meeting. The Special Committee then discussed each of the indications of interest received, the pros and cons of the various indications of interest and next steps. Following this discussion, the Special Committee determined that it would pursue each of these potential strategic alternatives in parallel.

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On April 17, 2024, members of the Company’s management team held a virtual meeting with representatives of Company AA to respond to due diligence questions.

On April 19, 2024, members of the Company’s management team and representatives of Company CC met at the Company’s offices to discuss the strategic alternatives process and to conduct due diligence on the Company’s business and product opportunities. Representatives of TD Securities attended the meeting virtually.

On April 20, 2024, Company AA and Company C entered into a joint non-disclosure agreement with the Company after expressing interest in exploring a potential joint acquisition offer of the Company.

On April 24, 2024, an investment company focused on the life science technology industry (“Company L”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On April 24, 2024, members of the Company’s management team and representatives of TD Securities met with representatives of Company T to discuss a potential acquisition of the Company and other due diligence matters.

On April 29, 2024, members of the Company’s management team and representatives of TD Securities met with representatives of Company AA virtually as well as at the Company’s offices to discuss a potential acquisition of the Company and other due diligence matters.

On May 2, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company T to respond to due diligence questions.

On May 4, 2024, Company C submitted a non-binding indication of interest to acquire all of the Company’s outstanding capital stock at a price of $1.39 per share (which would represent $41.70 per share after the Company completed its 1-for-30 share reverse stock split on June 25, 2024). The transaction was contingent upon a third-party strategic partner joining the transaction and agreeing to assume responsibility for, or to fully fund, the costs of the Company’s spatial biology business after the transaction, including development, operating and commercialization costs. Company C did not identify a potential third-party strategic partner in its indication of interest.

On May 14, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company T to discuss a potential acquisition of the Company and other due diligence matters.

On May 14, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company AA to discuss due diligence and related matters.

On May 15, 2024, Company DD entered into an amended and restated non-disclosure agreement with the Company.

On May 16, 2024, Company I entered into a new non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On May 16, 2024, an investment firm focused on the healthcare and technology industries (“Company M”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On May 16, 2024, an investment firm focused on the healthcare and technology industries (“Company P”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

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On May 17, 2024, Deerfield entered into a revised non-disclosure agreement with the Company.

On May 20, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company M to discuss due diligence matters and other strategic items.

On May 20, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Company P to discuss diligence matters and strategic and related items.

On May 21, 2024, the Special Committee held a meeting, with members of management and representatives of Gunderson participating. Members of the Company’s management team provided an update regarding the status of the strategic alternatives process, including timing considerations and recommended next steps.

On May 21, 2024, the Company Board held a meeting, with members of the Company’s management and representatives of Gunderson participating. At the meeting, members of the Company’s management team provided an update on the status of the strategic alternatives process. They also discussed strategic alternative structures, including potential go-private transactions. They also discussed timing considerations and recommended next steps.

On May 23, 2024, Company J entered into a revised non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On May 24, 2024, members of the Company’s management team held a virtual meeting with representatives of Company J to discuss due diligence matters and strategic and related items.

On May 29, 2024, at the Company’s Annual Meeting of Stockholders (the “2024 Annual Meeting”), the Company’s stockholders approved the Reverse Stock Split. Following the receipt of stockholder approval at the Annual Meeting, the Company Board approved a final ratio of 1-for-30 such that every 30 shares of Common Stock issued and outstanding immediately prior to the amendment effecting the reverse stock split were combined and reclassified into one share of Common Stock. The purpose of the Reverse Stock Split was to enable the Company to maintain the listing of its Common Stock on the Nasdaq Stock Market.

On June 4, 2024, the Special Committee held a meeting, with members of management and representatives of Gunderson and Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) participating. Houlihan Lokey, in response to an invitation from the Special Committee, discussed its experience and skills in support of a potential engagement as the Special Committee’s financial advisor. After answering a number of questions by the Special Committee, the representatives of Houlihan Lokey left the meeting. The Special Committee then discussed its potential engagement of Houlihan Lokey as well as the current status of the strategic alternatives process, including alternative structures such as go-private transactions.

On June 7, 2024, Deerfield entered into a revised non-disclosure agreement with the Company.

On June 10, 2024, members of the Company’s management team and representatives of TD Securities held a virtual meeting with representatives of Deerfield to discuss the strategic alternatives process and to answer due diligence questions.

On June 11, 2024, Company AA delivered a memorandum of understanding to the Company for a potential distribution agreement between the parties. Company AA did not include the commercial terms of the potential distribution agreement.

On June 12, 2024, members of the Company’s management team held a virtual meeting with representatives of Company M to discuss due diligence matters.

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On June 12, 2024, the Special Committee held a meeting, with members of the Company’s management and representatives of Gunderson and RLF participating. RLF presented to the Special Committee regarding its experience and skills related to a potential engagement as the Special Committee’s legal advisor. RLF then left the meeting. Following a discussion related to RLF’s engagement, the Special Committee further discussed the potential engagement of Houlihan Lokey as its financial advisor.

On June 14, 2024, Company M entered into an amended non-disclosure agreement with the Company.

On June 25, 2024, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a 1-for-30 Reverse Stock Split of the Common Stock. Following the Reverse Stock Split, the Nasdaq Stock Market notified the Company that the Company had regained compliance with its continued listing requirements.

On July 12, 2024, representatives of TD Securities held a virtual meeting with Company AA to discuss the Company’s questions relating to the commercial terms of the proposed distribution agreement contained in Company AA’s memorandum of understanding.

On July 18, 2024, representatives from TD Securities held a virtual meeting with Company AA.

On August 9, 2024, members of the Company’s management team and representatives of Gunderson and RLF held a virtual meeting with Katten Muchin Rosenman LLP (“Katten”), Deerfield’s legal counsel, to discuss certain matters related to the strategic alternatives process and due diligence questions.

On August 9, 2024, an investment firm focused on the healthcare and technology industries (“Company X”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On August 9, 2024, Company C had a virtual meeting with representatives from Gunderson and members of the Company’s management team.

On August 9, 2024, the Company Board held a meeting, with members of the Company’s management and representatives of Gunderson participating. The Company Board first met in executive session during which the Company’s CEO updated the Company Board on the Company’s business, including certain progress in pursuing spatial biology business opportunities with the G4X instrument, and financial condition. He also provided an update regarding the status of the strategic alternatives process. Following a discussion, the remainder of the Company’s management team joined the meeting. The members of management then provided a general corporate and business update. The Company’s management team, other than the Company’s CEO, the Company’s CFO and the Company’s GC, then left the meeting and the Company Board met again in executive session. During the executive session, the members of management led the Company Board in a discussion of the Company’s financial situation and strategic considerations for maximizing stockholder value. The committees of the Company Board, including the Special Committee, then provided reports. The Company Board discussed a potential reconstitution of the Special Committee based on the strategic alternatives that remained available for consideration.

On August 11, 2024, a representative of Katten and a representative of Gunderson had a call to discuss the Company’s strategic alternatives process. The representative from Katten indicated that Deerfield was considering whether it might submit an indication of interest to acquire the Company.

On August 12, 2024, members of the Company’s management team held a virtual meeting with representatives of Company X to discuss due diligence matters.

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On August 14, 2024, representatives of TD Securities held a virtual meeting with Company C to discuss the strategic alternatives process.

Reconstitution of the Special Committee and Continued Progress of the Strategic Process

On August 16, 2024, the Company Board approved the reconstitution of the Special Committee to be comprised of Mr. Ryan, Dr. Mardis, and Dr. Eisenberg, with Mr. Ryan serving as Chair of the Special Committee. The Company Board determined that reconstituting the Special Committee was in the best interests of the Company and its stockholders in light of Company C’s interest in the strategic alternatives process and given other strategic alternative proposals the Company may receive and consider that may involve the Company’s existing stockholders rolling over their shares of Singular Common Stock in the proposed transaction.

On August 16, 2024, the Special Committee held a meeting, with members of management and representatives of RLF and Gunderson in attendance. Members of management provided a report with respect to the Company’s cash burn rate and the costs of its public company reporting obligations. The Special Committee reviewed the scope of its mandate. The Special Committee discussed the fact that Deerfield might be interested in submitting a proposal to acquire the Company. The Special Committee discussed Company C’s interest in participating in the strategic alternatives process. The Special Committee then met in executive session with only representatives of RLF present. Representatives of RLF noted that RLF had performed services for Deerfield on unrelated matters and that the fees for such engagement were not material to RLF. (Since 2020 to present, fees received by RLF from such matters did not exceed $50,000). The Special Committee discussed the views of members of management with respect to the strategic alternatives available to the Company. The Special Committee discussed the Company’s long-range plan. Representatives of RLF advised the Special Committee with respect to its mandate and fiduciary duties. The Special Committee discussed the retention of a financial advisor. The Special Committee then engaged RLF as its counsel.

On August 23, 2024, the Special Committee, with representatives of RLF present, interviewed Houlihan Lokey as a prospective financial advisor to the Special Committee.

On August 23, 2024, Company C submitted a written revised non-binding indication of interest to acquire the Company at a price of $11.57 per share in cash. Company C’s revised indication of interest removed the contingency that a third-party strategic partner would be required to join the transaction and agree to assume responsibility for or to fully fund the costs of the Company’s spatial biology business after the transaction, including development, operating and commercialization costs.

On August 26, 2024, the Company Board held a meeting, with the Company’s GC and representatives from Gunderson in attendance to discuss the state of the Company’s business.

On August 26, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee discussed the potential of engaging TD Securities, which was then serving as the Company’s financial advisor, as financial advisor to the Special Committee, in light of its experience in the life sciences industry generally as well as its experience with the Company in overseeing the strategic alternatives process since December 2023. The Special Committee also discussed whether it would be necessary or advisable to engage a separate financial advisor to the Special Committee. The Special Committee then reviewed the terms of the indication of interest that Company C had submitted on August 23, 2024, contemplating an acquisition of the Company at a purchase price of $11.57 per share. Representatives of RLF advised the Special Committee with respect to fiduciary duties.

On August 30, 2024, the Special Committee held a meeting, with members of management and representatives of RLF, Gunderson and TD Securities in attendance. At the request of the Special Committee, representatives of TD Securities provided an overview of the process that it had undertaken in connection with the Company’s review of its strategic alternatives. They reviewed the terms of Company C’s August 23, 2024

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revised indication of interest. They noted that Deerfield had indicated that it might consider submitting an offer to acquire the Company and reviewed other parties that had been contacted in the Company’s strategic alternatives review process. They also provided an overview of the M&A market. The Special Committee then met in executive session with only RLF present. During the executive session, the Special Committee discussed the retention of a financial advisor. The Special Committee also discussed retaining an outside consultant to advise with respect to performing a liquidation analysis for the Company and directed RLF to contact representatives of Riveron RTS, LLC (“Riveron”) regarding its potential engagement to perform this liquidation analysis.

On September 5, 2024, Deerfield submitted a non-binding proposal for the acquisition of all of the outstanding shares of Common Stock not owned by Deerfield (or any other stockholders or members of management that would rollover their Common Stock into Deerfield’s acquisition entity) at a purchase price of $10.00 per share, conditioned upon approval by the Special Committee (the “September 2024 Proposal”).

On September 6, 2024, the Special Committee held a meeting, with its counsel at RLF present. The Special Committee reviewed the September 2024 Proposal submitted by Deerfield. The Special Committee considered the September 2024 Proposal in light of Company C’s August 23, 2024 indication of interest and the Company’s other potential strategic alternatives. The Special Committee discussed engaging a financial advisor, including transitioning TD Securities’ engagement from the Company to the Special Committee. The Special Committee also discussed the potential engagement of Riveron.

Following the meeting, the Chair of the Special Committee spoke with representatives of TD Securities to request that TD Securities contact Company C to discuss potential improvements to its proposal and to discuss the Special Committee’s potential engagement of TD Securities.

On September 10, 2024, the Special Committee held a meeting, with members of management and representatives of RLF, Gunderson and TD Securities present. The Special Committee reviewed Deerfield’s September 2024 Proposal as well as the indication of interest from Company C. At the request of the Special Committee, representatives of TD Securities delivered a presentation with respect to their experience and expertise and ability to advise the Special Committee in connection with its review of the Company’s strategic alternatives. The Special Committee discussed potential strategic alternatives available to the Company. The Special Committee then met in executive session with only its counsel at RLF in attendance. The Special Committee determined to engage TD Securities as its financial advisor.

On September 10, 2024, the Company, at the direction of the Special Committee, entered into an indemnity letter with TD Securities to transition TD Securities, engagement from the Company to the Special Committee, and the parties began negotiations of an engagement letter which was subsequently signed.

On September 12, 2024, the Special Committee held a meeting, with members of management and representatives of RLF, Gunderson and TD Securities present. The Special Committee discussed the updates that Deerfield was expected to make to its Schedule 13D filing with the SEC in light of the September 2024 Proposal. The Special Committee discussed the Company’s proposed press release in response to that filing. Representatives of TD Securities again reviewed the parties that had been contacted in connection with the Company’s strategic alternatives review process. The Special Committee discussed outreach to potential bidders.

On September 12, 2024, Deerfield filed a Schedule 13D with the SEC disclosing its September 2024 Proposal.

On September 12, 2024, the Company issued a press release announcing its receipt of the September 2024 Proposal and filed a Current Report on Form 8-K disclosing Deerfield’s September 2024 Proposal.

On September 12, 2024, Company F and TD Securities held a virtual meeting to discuss Deerfield’s September 2024 Proposal.

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On September 13, 2024, the Company Board held a meeting, with members of management participating. The Company’s CEO provided an update regarding the Company’s spatial biology business opportunities, including the development status of its G4X instrument and certain market, pricing, and customer updates. Following the discussion, the Chair of the Special Committee provided a report on the Special Committee’s activities since the last Company Board meeting. The Chair then reviewed the status of ongoing discussions with potential third-party acquirors, and the Special Committee’s assessment of the offers from these parties.

On September 15, 2024, Company O entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential partnership or commercial arrangement.

On September 17, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company O held a virtual meeting to discuss diligence matters.

On September 18, 2024, the Chair of the Special Committee held a call with a representative of Company C, during which they discussed the history of the Company as well as the rationale behind Company C’s proposal. During that call, the Chair of the Special Committee indicated that Company C’s initial indication of interest was well below the price at which the Special Committee would be willing to recommend a strategic transaction for approval by the Company Board. The representative of Company C indicated that Company C would be formulating a revised proposal.

On September 18, 2024, Concentra Biosciences, LLC and Tang Capital (collectively, “Tang”) submitted a non-binding indication of interest and filed a Schedule 13D with the SEC disclosing its offer to acquire the Company at a price of $12.00 per share in cash. As alternative consideration, Tang stated that it would consider, assuming it receives sufficient interest from the Company’s existing stockholders, inviting interested stockholders to elect to continue to participate in any future value realized from the Company’s ongoing business by receiving a contingent value right (“CVR”) in lieu of receiving $12.00 per share in cash. We refer to this initial indication of interest as the “Tang Proposal.”

On September 18, 2024, a privately-held life sciences company (“Company E”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On September 19, 2024, the Special Committee held a meeting, with representatives of RLF, Gunderson, TD Securities and members of management present. With input from its advisors, the Special Committee reviewed the Tang Proposal and Tang’s Schedule 13D filing, including Tang’s acquisition of beneficial ownership of approximately 14.9% of the Company’s outstanding Common Stock. The Special Committee discussed setting and communicating a deadline of October 4, 2024 as the deadline for the submission of indications of interest in the first round of the strategic transaction process. With input from its advisors, the Special Committee outlined a strategy to continue its process to identify the best outcome reasonably available to stockholders. The Special Committee also reviewed and discussed the press release that the Company would file at the close of market in respect of the Tang Proposal and Tang’s Schedule 13D filing. TD Securities also reported that since September 13, 2024, TD Securities performed outreach to 56 potential bidders to communicate the Company’s receipt of Deerfield’s September 2024 Proposal and to encourage them to submit written indications to the Special Committee by October 4, 2024. Of these 56 parties, 33 parties had confirmed receipt of the outreach, with 19 parties indicating that they were reviewing the opportunity and 14 parties indicating that they would not pursue the opportunity or were unlikely to engage. TD Securities also reported that it had held virtual meetings with various third parties, along with their respective legal, accounting and financial advisors, to discuss the strategic alternatives process and to encourage these parties to engage in the strategic alternatives process. On September 19, 2024, the Company issued a press release announcing its receipt of the Tang Proposal and filed a Current Report on Form 8-K disclosing the Tang Proposal.

On September 20, 2024, TD Securities sent a process letter to 15 third parties that remained engaged/responsive to the strategic alternatives process outlining the non-binding proposal deadline of October 4, 2024 and requested that any proposals to the Company include the terms and the necessary details to enable the Special Committee to evaluate such party’s proposed transaction.

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On September 23, 2024, members of the Company’s management team and representatives of Company S held a meeting at the Company’s offices to discuss due diligence matters. Representatives of TD Securities attended the meeting virtually.

On September 23, 2024, the Company Board held a meeting, with the Company’s CFO and GC and representatives of RLF in attendance. At the meeting, the Chair of the Special Committee provided an update regarding the Special Committee’s recent activities. He detailed the third-party indications of interest being evaluated by the Special Committee. He also discussed recent discussions with TD Securities, the third parties that had submitted indications of interest, next steps in the strategic review process, potential outcomes, and key considerations and factors under consideration by the Special Committee.

On September 23, 2024, representatives of RLF engaged Riveron on behalf of the Special Committee to provide a liquidation analysis of the Company prepared by Riveron reviewed and updated by Company management and reviewed and approved for Houlihan Lokey’s use by the Special Committee (the “Liquidation Analysis”) of the Company.

On September 23, 2024, Tang and the Company entered into a non-disclosure agreement.

On September 23, 2024, TD Securities held a virtual meeting with representatives of Company MMM.

On September 25, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Tang held a virtual meeting to discuss the Company’s business and due diligence matters.

On September 25, 2024, TD Securities sent a process letter to two additional parties who remained engaged/responsive to the strategic alternatives process outlining the non-binding proposal deadline of October 4, 2024 and requested that any proposals to the Company include details of such party’s proposed transaction.

On September 25, 2024, a publicly-traded life sciences company (“Company G”) entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On September 26, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company E held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On September 26, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company G held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On September 26, 2024, the Special Committee held a meeting, with members of management and representatives of RLF, Gunderson, TD Securities and Riveron present. Representatives of TD Securities provided an overview of the strategic alternatives process, noting that 59 parties had been contacted since September 13, 2024. They reported that, of those 59 parties, 48 parties had confirmed receipt of the process letter, with 22 parties indicating that they were reviewing the opportunity and 26 parities indicating that they would not pursue the opportunity or were unlikely to engage. Representatives of TD Securities then reported with respect to the discussions they had conducted with potential bidders, including those bidders that had submitted or announced indications of interest. TD Securities also reported that it had held virtual meetings with various of the 59 parties, along with their respective legal, accounting and financial advisors, to discuss the strategic alternatives process and to encourage these parties to engage in the strategic alternatives process. The Special Committee discussed the preliminary interest that Company F had expressed earlier in the year for an exclusive license to the Company’s spatial biology chemistry and intellectual property assets. The Special Committee then met in executive session with only RLF present. The Special Committee discussed the views of management with respect to the Company’s strategic alternatives. The Special Committee discussed its objective of determining the best outcome reasonably available for stockholders, noting that such an outcome could be a

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liquidation of the Company. The Special Committee determined to direct the Company’s CEO to ensure that representatives of TD Securities are present for his engagement with potential counterparties in the strategic alternatives process.

On September 27, 2024, the Chair of the Special Committee had a call with representatives of Riveron to review the status of their work on the Liquidation Analysis.

On September 27, 2024, the Chair of the Special Committee also had a call with the Company’s CEO, who indicated during that call that he was considering forming a group of investors to submit a proposal to take the Company private. During that call, the CEO confirmed that he had not spoken with any parties regarding any such proposal and had not decided whether to seek to form such a group to submit any such proposal.

On September 27, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company K held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On September 27, 2024, TD Securities sent a process letter to two additional engaged/responsive parties outlining the non-binding proposal deadline of October 4, 2024 and requested that any proposals to the Company include details of such party’s proposed transaction.

On September 30, 2024, Deerfield entered into a revised non-disclosure agreement with the Company.

On September 30, 2024, members of the Company’s management provided to Tang certain responses to due diligence requests provided by Tang.

On September 30, 2024, the Chair of the Special Committee had a call with representatives of TD Securities, during which TD Securities confirmed that it would prepare materials analyzing the Company’s long-range plan, which had previously been approved by the Company Board, for presentation to the Special Committee. They also discussed outreach from the Chair of the Special Committee to representatives of each of Deerfield and Company C.

On October 1, 2024, the Chair of the Special Committee spoke with a principal at Deerfield, during which that principal indicated that Deerfield was evaluating increasing its purchase price from that reflected in its initial proposal.

On October 1, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company D held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On October 1, 2024, Company Z entered into a non-disclosure agreement with the Company after expressing interest in exploring a potential acquisition of the Company.

On October 1, 2024, members of the Company’s management team, representatives of TD Securities and representatives of a publicly-traded life science technology company (“Company HH”) held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On October 2, 2024, TD Securities held a virtual meeting with the Chair of the Special Committee to provide a process update and discuss next steps in such process.

On October 3, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Deerfield held a virtual meeting during which management provided a business update, and the parties discussed due diligence matters.

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On October 3, 2024, members of the Company’s management team, representatives of TD Securities and representatives of Company Z held a virtual meeting where the Company’s management team provided a presentation on the Company’s business.

On October 4, 2024, the Special Committee held a meeting, with representatives of RLF, TD Securities and Riveron in attendance. During the meeting, TD Securities provided an assessment of the Company’s long-range plan and projections. Representatives of TD Securities again provided an overview of the strategic alternatives process that they had conducted on behalf of the Company (and, subsequently, the Special Committee) since December 2023. They also reviewed proposed next steps in the process, including evaluating the indications of interest that were scheduled to be received by the end of the day and advancing additional parties through the process. Representatives of Riveron then provided an overview of potential liquidation scenarios. The Special Committee discussed potential distributions to stockholders upon a potential liquidation of the Company.

Later during the day on October 4, 2024, the deadline for the submission of indications of interest in the first phase of the Special Committee’s strategic outreach process, the Special Committee received the following non-binding indications of interest:

From October 4, 2024 through October 18, 2024, representatives of TD Securities held various virtual meetings with Deerfield, Tang, Company D, Company E and a publicly-traded life sciences company (“Company Q”), along with their respective legal, accounting and financial advisors to discuss the status of the strategic alternatives process and their respective indications of interest.

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On October 5, 2024, the Chair of the Special Committee spoke with the Company’s CEO, during which they discussed the procedures that would be in place in the event the CEO decided to participate in the process as a bidder or as part of a bid group.

On October 6, 2024, the Special Committee held a meeting, with representatives of RLF and Riveron in attendance. Representatives of Riveron reviewed the liquidation analyses that Riveron had performed, including the key assumptions underlying the analyses. They reported that Riveron’s analyses had indicated a potential recovery of between $16.00 to $27.00 per share, with a base case of $21.00 per share. They also noted that the Company’s liquidation value per share decreases by approximately $0.50 per week, or $2.00 per month, as a result of the Company’s cash burn to support its operations. The Special Committee reviewed the process relating to a potential liquidation of the Company. Representatives of RLF advised with respect to fiduciary duties.

On October 6, 2024, the Chair of the Special Committee had a call with the Company’s CEO, during which the CEO indicated his intent to begin working on a potential proposal to acquire the Company.

On October 7, 2024, the Company’s Chief Scientific Officer (the “CSO”) delivered a letter, dated October 6, 2024, to the Special Committee outlining his perspective with respect to the Company and its business, including its prospects.

On October 7, 2024, the Special Committee held a meeting, with representatives of RLF, TD Securities and Riveron in attendance. Representatives of TD Securities summarized their outreach efforts initiated on September 13, 2024. They noted that they had contacted 59 parties, including 31 companies in the tools and medical technology industries, 10 companies in the diagnostics industry, seven financial firms, and 11 operating companies that were potential merger-of-equal partners. They reported that 48 of the 59 companies contacted had confirmed receipt of the process letter, of which 10 were reviewing the opportunity and 38 had either passed on the opportunity or were unlikely to engage. TD Securities also reported that it had held virtual meetings with various interested third parties, along with their respective legal, accounting and financial advisors, to discuss the strategic alternatives process and to encourage these parties to engage in the strategic alternatives process. TD Securities then reviewed with the Special Committee the indications of interest that had been submitted by the October 4, 2024 deadline in the first phase of the strategic transaction review process. These included the take-private offers from each of Deerfield and Tang, the proposed reverse merger transaction with Company E, and a potential stock-for-stock transaction with Company D. The Special Committee discussed with TD Securities the process for evaluating the indications of interest against each other and against the Company’s other alternatives, including a potential liquidation. The Special Committee discussed with Riveron the assumptions underlying Riveron’s Liquidation Analysis. The Special Committee discussed imposing a deadline for submission of final bids in the second round of the strategic alternatives review process.

Later on October 7, 2024, the Special Committee held an additional meeting, with its counsel at RLF in attendance, to discuss a possible indication of interest that the Company’s CEO could submit. The Special Committee discussed process considerations in light of the Company’s CEO’s potential submission of an indication of interest.

Later on October 7, 2024, the Company Board held a meeting, with the Company’s CFO and GC and representatives of Gunderson, TD Securities and Riveron in attendance. The Company’s CEO and Drs. Barker and Kamdar were absent from the meeting. The Chair of the Special Committee provided an update on the Special Committee’s review of the Company’s potential strategic alternatives, including, but not limited to, a potential liquidation of the Company, continuing to operate the Company as a standalone public company, take-private transactions, a sale of the Company or its assets and reverse merger or merger-of-equals transactions. Representatives of TD Securities then presented a report to the Company Board summarizing the strategic alternatives process, including the parties contacted to date and a detailed review of each of the third-party indications of interest received to date, as well as associated terms and strategic considerations. Representatives

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of TD Securities then discussed process timelines and the Special Committee’s intended responses to each of the third parties that had submitted indications of interest. Representatives of Riveron then discussed key considerations related to Riveron’s Liquidation Analysis.

On October 10, 2024, representatives of TD Securities, Riveron and RLF met to discuss Riveron’s Liquidation Analysis.

On October 11, 2024, representatives of Katten sent Deerfield’s due diligence request list and document requests to TD Securities.

On October 11, 2024, the Special Committee held a meeting, with representatives of RLF and Riveron in attendance. Representatives of Riveron reviewed the model they had prepared to assess the Company’s potential liquidation scenarios. The Special Committee discussed key inputs and assumptions in the model, including assumptions related to the Company’s lease obligations. The Special Committee also discussed the potential value of the Company’s intellectual property portfolio. RLF reviewed the procedures for effecting a dissolution, liquidation and winding up of a Delaware corporation and related considerations, including with respect to timing of distributions to stockholders. The Special Committee then discussed that the Company’s CEO had communicated that he would not be submitting an indication of interest.

On October 15, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee noted that Company E had expressed interest in a potential take-private transaction as opposed to the reverse merger transaction it had previously submitted. The Special Committee also discussed the liquidation analyses that Riveron had prepared, including key underlying assumptions. The Special Committee discussed its evaluation of the Company’s strategic alternatives, including the indications of interest it had received to date as well as a potential liquidation of the Company.

On October 16, 2024, the Special Committee held a meeting, with representatives TD Securities and RLF present. The Special Committee reviewed with input from TD Securities the interest that Company E had expressed in pursuing a potential reverse merger or take-private transaction. With input from TD Securities, after assessing the likely risks and hurdles associated with achieving the business objectives of a potential transaction with Company E, the Special Committee determined that a transaction with Company E was unlikely to result in a superior outcome to stockholders when compared with the Company’s other alternatives, including a liquidation. The Special Committee directed TD Securities to notify Company E that the Company would not be pursuing a transaction with Company E. The Special Committee then discussed a strategy to guide the remaining parties in the strategic alternatives process to submit competitive proposals. RLF advised with respect to fiduciary duties as well as the procedures for the dissolution, liquidation and winding up of a Delaware corporation and related considerations, including timing considerations for distributions to stockholders in a liquidation scenario (including in comparison to the stockholders’ receipt of consideration in a take-private transaction). The Special Committee directed TD Securities to contact Deerfield and Tang, as the two remaining parties in the ongoing strategic review process, to provide guidance on submitting their final bids and to address any requests for information. The Special Committee also directed the Chair of the Special Committee to contact representatives of Company C to solicit its interest in pursuing a transaction with the Company.

On October 17, 2024, representatives of TD Securities, at the direction of the Special Committee, contacted Deerfield and Tang to advise them to submit their “best and final” offers by October 24, 2024. During the call between TD Securities and Deerfield, Deerfield stated its intent to request the Special Committee’s permission to speak with a strategic party that was not a bidder regarding potential collaboration following a transaction.

On October 17, 2024, the Chair of the Special Committee spoke with a principal at Deerfield during which that principal requested permission from the Special Committee to engage in discussions with the non-bidding strategic party.

On October 18, 2024, representatives of TD Securities spoke with representatives of Tang, during which representatives of TD Securities provided guidance with respect to the Special Committee’s perspective on the

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Company’s liquidation value. TD Securities indicated that it could assist in arranging a call between Tang and the Company’s management team to review matters relating to the Company’s assessment of its liquidation value.

On October 18, 2024, the Special Committee held a meeting, with its counsel from RLF in attendance. The Special Committee discussed Deerfield’s request to speak with a strategic party. It was noted that Deerfield’s bid would not be conditioned on a partnership or other arrangement with this strategic party or any other strategic party. The Special Committee determined that it would be advisable to grant Deerfield’s request, reasoning that doing so may assist Deerfield in submitting its highest “best and final” offer.

On October 18, 2024, the Chair of the Special Committee spoke with a principal at Deerfield during which that principal reiterated Deerfield’s request to speak with a strategic party and requested additional due diligence regarding the Company’s liquidation value.

On October 21, 2024, representatives of TD Securities spoke with a principal at Deerfield to address questions regarding the Company’s Liquidation Analysis, during which the Deerfield principal asked whether the Special Committee would assist Deerfield with an introduction to the strategic party it desired to speak with.

On October 21, 2024, representatives of Katten were granted access to the Company’s electronic data room.

On October 22, 2024, representatives of Katten sent Deerfield’s due diligence request to TD Securities.

On October 22, 2024, in response to requests from Tang for additional information regarding the Company’s Liquidation Analysis, representatives of TD Securities spoke with representatives of Tang to request that Tang make specific written requests for the additional information they were seeking.

On October 22, 2024, the Chair of the Special Committee spoke with a principal at Company C, who indicated that Company C was considering the submission of a revised indication of interest that would include less, or minimal, additional capital from a third party as part of its proposal. The Chair of the Special Committee reminded the principal of Company C of the Special Committee’s process deadline. Thereafter, Company C did not make further outreach to the Special Committee or its advisors.

On October 22, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee discussed Deerfield’s request to speak with a strategic party as well as Deerfield’s confirmation that any transaction would not be conditioned on participation by a strategic party. The Special Committee discussed Deerfield’s request for additional due diligence regarding the Liquidation Analysis. The Special Committee outlined the process by which bidders would be furnished information regarding the Liquidation Analysis. The Special Committee then reviewed the indication of interest that Company D had submitted on October 4, 2024. The Special Committee determined that, in light of the alternatives available to the Company, Company D’s indication of interest was unlikely to maximize value for the Company’s stockholders. The Special Committee determined to direct TD Securities to advise Company D that the Special Committee would not be proceeding with Company D’s indication of interest. The Special Committee then discussed the terms of the draft engagement letter with TD Securities.

On October 23, 2024, the Chair of the Special Committee directed representatives of TD Securities to coordinate with members of the Company’s management team to identify the primary point of contact at the strategic party with which Deerfield sought to engage in a discussion regarding post-transaction business matters.

On October 23, 2024, representatives of the Company sent responses to Deerfield’s due diligence request list to representatives of Katten.

On October 23, 2024, TD Securities advised representatives of Company D that the Special Committee would not be pursuing a transaction with Company D.

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On October 24, 2024, each of Deerfield and Tang updated their respective non-binding proposals to acquire the Company, the material terms of which were:

On October 26, 2024, given that a principal alternative to the proposed Deerfield transaction was a liquidation, TD Securities had indicated that it would not be in a position to provide an opinion to the Special Committee in connection with the proposed Deerfield transaction because it traditionally does not provide opinions in this context. As a result, TD Securities suggested that the Special Committee may wish to seek an opinion from another investment bank that could provide an opinion when a principal alternative is a liquidation.

On October 27, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Chair of the Special Committee stated that TD Securities had advised him that given that a principal alternative to the proposed Deerfield transaction was a liquidation, TD Securities would not be in a position to provide an opinion to the Special Committee in connection with the proposed Deerfield transaction because it traditionally does not provide opinions in this context. The Special Committee then discussed whether to engage a financial advisor that would be in a position to advise as to the fairness of the consideration payable in a potential take-private transaction. The Special Committee then reviewed the revised indications of interest that had been submitted to the Special Committee by the October 24, 2024 deadline for the submission of bids in the second phase of the strategic review process, including Deerfield’s proposal to acquire the Company at a purchase price of $22.00 per share in cash and Tang’s proposal to acquire the Company for $15.00 per share in cash plus a CVR. The Special Committee discussed Deerfield’s indication that it would be interested in allowing certain parties to roll over a portion of their equity. The Special Committee discussed Deerfield’s request for exclusivity. RLF noted that the Company had prepared an “auction” draft of the Merger Agreement and that RLF’s comments had been incorporated into the draft. RLF reviewed key features of the draft Merger Agreement.

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On October 28, 2024, the Special Committee held a meeting, with members of management as well as representatives of RLF, Gunderson, TD Securities and Riveron in attendance. Representatives of TD Securities reviewed the material economic terms of the proposals submitted by each of Deerfield and Tang. They noted that Deerfield’s indication of interest contemplated a purchase price of $22.00 per share in cash, representing a 289% premium to the unaffected stock price on September 12, 2024, and included a request for a 30-day exclusivity period. Representatives of TD Securities then reviewed Tang’s proposal, which contemplated a purchase price of $15.00 per share in cash and a CVR that would provide stockholders the right to receive 80% of the net proceeds derived from an out-license or disposition of the Company’s technology or intellectual property within 12 months of closing. The Special Committee directed TD Securities to advise Deerfield that the Special Committee was prepared to move forward with Deerfield and to advise Tang that the Special Committee would not be proceeding with Tang. The Special Committee then met with only representatives of RLF, Gunderson and members of management in attendance. The Special Committee discussed that that TD Securities had advised the Special Committee that given that a principal alternative to the proposed Deerfield transaction was a liquidation, TD Securities would not be in a position to provide an opinion to the Special Committee in connection with the proposed Deerfield transaction because it traditionally does not provide opinions in this context. The Special Committee observed that it had previously interviewed Houlihan Lokey to be engaged as a second financial advisor to the Special Committee and, at that time, determined to proceed with TD Securities as its sole financial advisor, given, among other things, the work it had at that time completed in the Company’s strategic review process. In light of, among other things, its views of Houlihan Lokey’s experience and familiarity with take-private transactions, the Special Committee determined to contact Houlihan Lokey to assess whether it would be capable of rendering an opinion as to the fairness, from a financial point of view, of the consideration to be received in a potential take-private transaction and, if so, to engage Houlihan Lokey. The Special Committee then met in executive session with its counsel at RLF in attendance to discuss the next steps in the strategic alternatives process.

On October 28, 2024, the Chair of the Special Committee contacted representatives of Houlihan Lokey to discuss Houlihan Lokey’s potential engagement by the Special Committee.

On October 28, 2024, TD Securities held a virtual meeting with representatives of Tang to discuss the process.

On October 28, 2024, Tang submitted an all-cash offer of $22.50 per share.

On October 29, 2024, the Special Committee held a meeting, with representatives of TD Securities and RLF in attendance. Representatives of TD Securities reported that, after hearing that its indication of interest was not competitive, representatives of Tang submitted an all-cash offer of $22.50 per share, representing a premium to the all-cash offer of $22.00 per share that Deerfield had submitted. Representatives of TD Securities advised the Special Committee with respect to process considerations. Representatives of RLF advised with respect to fiduciary duties. The Special Committee discussed directing TD Securities to advise each of Deerfield and Tang to submit their respective “best and final” offers.

On October 29, 2024, the Chair of the Special Committee spoke with a principal at Deerfield to communicate the Special Committee’s desire to receive Deerfield’s “best and final” offer.

On October 30, 2024, representatives of TD Securities spoke with a principal at Tang to request Tang to submit its “best and final” offer. The principal at Tang indicated that Tang was not willing to improve its bid of $22.50 per share, but indicated that Tang would be in a position to move quickly to execution of a definitive agreement and had a strong preference for a closing occurring before the end of the year.

On October 30, 2024, the Special Committee held a meeting, with representatives TD Securities and RLF in attendance. Representatives of TD Securities reported that each of Deerfield and Tang had been requested to submit its “best and final” offer. Representatives of TD Securities reported that, on October 30, 2024, Tang

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reaffirmed its offer of $22.50 per share as its “best and final” offer. They then reported that, on October 30, 2024, Deerfield had improved its offer to $24.00 per share and had again requested exclusivity. The Special Committee discussed the transaction structure contemplated by each proposal. In consultation with its advisors, the Special Committee requested RLF to inform Deerfield, through its counsel at Katten, that the Special Committee was prepared to enter into an exclusivity arrangement with Deerfield. The Special Committee directed RLF to send to Katten a draft exclusivity agreement and further authorized RLF to negotiate the terms of such agreement with Katten. The Special Committee also directed RLF to send a draft Merger Agreement to Katten. On October 30, 2024, the Special Committee also authorized the engagement of Houlihan Lokey.

On October 30, 2024, representatives of RLF sent representatives of Katten a draft exclusivity agreement and a draft Merger Agreement.

On October 31, 2024, TD Securities advised representatives of Tang that the Special Committee would not be moving forward with Tang’s “best and final” offer of $22.50 per share in cash.

On October 31, 2024, representatives of Katten sent Deerfield’s due diligence request list to Gunderson and provided comments on the exclusivity agreement.

On October 31, 2024, the Chair of the Special Committee advised a principal at Houlihan Lokey that the Special Committee had authorized the engagement of Houlihan Lokey as the Special Committee’s financial advisor. Later that day, the Chair of the Special Committee and RLF had a call with representatives of Houlihan Lokey to review Houlihan Lokey’s information request list.

Deerfield and the Company Enter into Exclusivity

On October 31, 2024, the Company and Deerfield entered into an exclusivity agreement, and on November 1, 2024, Deerfield filed an amendment to its Schedule 13D with the SEC, which disclosed that it entered into an exclusivity agreement. The exclusivity agreement had an initial term of 21 days, expiring on November 21, 2024, but provided for one seven-day extension, to November 28, 2024, if Deerfield confirmed to the Company by November 20, 2024 that Deerfield was continuing to work diligently and in good faith towards, as promptly as reasonably possible, executing definitive agreements reflecting all of the material terms (including the economic terms) set forth in its indication of interest (unless otherwise agreed in writing by the Company).

On November 4, 2024, the Company filed a Current Report on Form 8-K with the SEC disclosing that the Company entered into the exclusivity agreement with Deerfield.

On November 4, 2024, after the Special Committee had advised Houlihan Lokey that the Special Committee was engaging Houlihan Lokey as its financial advisor, Houlihan Lokey delivered to RLF its draft engagement letter, which was executed on November 20, 2024.

On November 4, 2024, the Company hosted representatives of Deerfield at its offices to respond to due diligence questions, and representatives of TD Securities sent responses to Deerfield’s due diligence request list.

On November 5, 2024, the Company Board held a meeting, with members of the Company’s management and representatives of Gunderson participating. The Company Board first met in executive session during which the Company’s CEO updated the Company Board on the Company’s business, including development progress with the G4X instrument and customer interest in the Company’s spatial biology offering. Following a discussion, the remainder of the Company’s management team joined the meeting. The members of management then provided a general corporate and business update. The Company’s management team then left the meeting, other than the Company’s CEO, CFO and GC, and the Company Board met again in executive session. During the executive session, the members of management discussed the Company’s spatial biology product launch strategy and timeline. Management also discussed a preliminary operating plan for fiscal 2025, including

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management’s evaluation of potential operating cost reductions to extend the Company’s operating runway in case the strategic alternative process did not result in an acquisition transaction. The committees of the Company Board, including the Special Committee, then provided reports.

On November 6, 2024, representatives of Katten, on behalf of Deerfield, submitted a request to the Special Committee for a waiver under Section 203 of the Delaware General Corporation Law (“DGCL”) that would enable Deerfield to engage with potential parties that might be interested in rolling over a portion of their Singular Common Stock.

On November 10, 2024, representatives of Katten, on behalf of Deerfield followed up on the request to the Special Committee for a waiver under Section 203 of the DGCL.

On November 11, 2024, the Special Committee held a meeting, with its counsel from RLF in attendance. The representative of RLF reviewed Deerfield’s request for a waiver of the restrictions on business combinations under Section 203 of the DGCL and summarized the structure and operation of Section 203 of the DGCL. The Special Committee discussed Deerfield’s request for a waiver under Section 203 of the DGCL and reviewed considerations related to the prospect of granting the requested waiver. Following this discussion, the Special Committee adopted resolutions providing Deerfield with the requested waiver under Section 203 of the DGCL.

On November 11, 2024 and November 12, 2024, representatives of Gunderson received Deerfield’s revised due diligence request list from representatives of Katten.

On November 12, 2024, the Company filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 with the SEC.

On November 13, 2024, representatives of Gunderson and RLF received a revised draft of the Merger Agreement from representatives of Katten, on behalf of Deerfield.

On November 17, 2024, Katten, Gunderson and RLF discussed the revised draft Merger Agreement.

On November 18, 2024, the Special Committee held a meeting, with the Company’s GC and representatives of Gunderson and RLF in attendance. The Special Committee reviewed the comments to the draft Merger Agreement that Katten had proposed. The Special Committee also discussed Deerfield’s request to engage in discussions with major stockholders with respect to potential rollover agreements, including the request that TD Securities, as financial advisor to the Special Committee, assist in coordinating the meetings.

On November 19, 2024, the Chair of the Special Committee had a call with a principal of Deerfield, during which Deerfield provided feedback on its progress on due diligence and perspective regarding rollover participation in light of, among other things, the Company’s business needs and financial position following the transaction.

On November 19, 2024, representatives of Gunderson, on behalf of the Company, circulated a revised draft of the Merger Agreement to representatives of Katten.

On November 20, 2024, representatives of Katten sent Deerfield’s revised due diligence request list to Gunderson.

On November 20, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee discussed Deerfield’s feedback on the Company’s current financial condition and the prospect of certain major stockholders rolling over a portion of their Singular Common Stock in a transaction with Deerfield. The Special Committee also discussed the Company’s and Deerfield’s progress towards finalizing and executing a definitive Merger Agreement.

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On November 20, 2024, representatives of Katten, on behalf of Deerfield, confirmed to representatives of Gunderson and RLF that Deerfield continued to work diligently and in good faith toward promptly executing definitive agreements and that, therefore, the exclusivity period was extended to November 28, 2024, in accordance with the terms of the exclusivity agreement.

On November 21, 2024, members of the Company’s management team held a call with Houlihan Lokey to provide Houlihan Lokey with background information regarding the Company’s operations and plans and to answer questions from Houlihan Lokey in connection with its review of the Company.

On November 21, 2024, representatives of Gunderson, on behalf of the Company, circulated an initial draft of the Company’s disclosure schedules to representatives of Katten.

On November 22, 2024, representatives of Katten received responses to Deerfield’s due diligence request list from TD Securities.

On November 23, 2024, representatives of Katten, on behalf of Deerfield, and the Company’s GC and representatives of Gunderson and RLF, on behalf of the Company, held a virtual meeting discuss Deerfield’s comments to the Merger Agreement.

On November 25, 2024, the Company’s GC and Head of Human Resources held a virtual meeting with representatives from Deerfield to answer due diligence questions regarding the Company’s employee headcount and operating expenses.

On November 25, 2024, representatives of Katten, on behalf of Deerfield, circulated drafts of the Debt Commitment Letter and Limited Guarantee (the “Limited Guarantee”) to representatives of Gunderson and RLF.

On November 26, 2024, the Special Committee held a meeting, with the Company’s GC and representatives of TD Securities, Houlihan, RLF and Gunderson in attendance. Representatives of RLF and Gunderson reported that representatives of Katten had indicated that Deerfield would be providing additional details regarding transaction structure, including that Deerfield-affiliated funds contemplated extending a loan to the newly formed Parent and Merger Subsidiary entities to fund the payment of the merger consideration and Parent’s transaction related expenses. Representatives of RLF and Gunderson reported that in connection with the additional details regarding transaction structure, Deerfield would seek to condition its obligation to consummate the merger on the receipt of an opinion determining that the Company would be solvent immediately after the proposed transaction (the “solvency opinion”). The Special Committee discussed Deerfield’s request for a solvency opinion prior to closing and considerations related thereto, including the cost and timing to obtain a solvency opinion, and prospective solvency opinion providers. RLF reported that representatives of Katten had indicated that Deerfield had identified a third-party financial advisor as a potential solvency opinion provider, and that Deerfield was engaging such financial advisor to conduct solvency analysis prior to execution of the Merger Agreement. The Special Committee met in executive session with only the representatives of RLF, TD Securities and Houlihan present. During the executive session, the Special Committee discussed next steps in connection with the Company’s potential transaction with Deerfield. The Special Committee then discussed the Company’s potential alternatives in connection with the expiration of the exclusivity period with Deerfield. The Special Committee directed representatives of TD Securities to contact a principal at Deerfield to discuss next steps regarding process and timing.

On November 26, 2024, the Special Committee received relationships disclosure letters from each of Houlihan Lokey and TD Securities.

On November 27, 2024, representatives of Katten, on behalf of Deerfield, circulated a revised draft of the Merger Agreement to representatives of Gunderson and RLF.

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On November 29, 2024, representatives of Katten, on behalf of Deerfield, requested an extension of the exclusivity period until 11:59 p.m. (Pacific Time) on December 6, 2024.

On November 29, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. RLF reviewed with the Special Committee the draft Merger Agreement circulated by Deerfield’s counsel on November 27, 2024, highlighting the principal open items in the draft Merger Agreement, including the provisions addressing potential rollovers and the condition that Deerfield shall have obtained a solvency opinion. RLF reported that Deerfield had identified a financial advisor to render an opinion as to solvency and that Deerfield was engaging such financial advisor to begin its solvency analysis in advance of signing the Merger Agreement. The Special Committee then considered Deerfield’s request to extend the exclusivity period until 11:59 p.m. (Pacific Time) on December 6, 2024, taking into account the Company’s cash burn rate, the prospect of major stockholders rolling a portion of their equity in a transaction involving Deerfield, the consideration payable to the Company’s stockholders contemplated by Deerfield’s term sheet and potential alternatives to a transaction with Deerfield. The Special Committee directed RLF to contact TD Securities to seek its views regarding Deerfield’s request for an exclusivity extension.

On November 29, 2024, the Chair of the Special Committee and RLF spoke with representatives of TD Securities to discuss Deerfield’s request for additional exclusivity. The Chair of the Special Committee directed TD Securities to contact Deerfield’s principals to gather additional information regarding Deerfield’s post-transaction business plan, including its perspectives regarding the level of rollover participation it was seeking. On November 29, 2024, representatives of TD Securities spoke with a principal at Deerfield with respect to those matters.

On December 1, 2024, representatives of Katten, on behalf of Deerfield, circulated a draft voting and support agreement to representatives of Gunderson and RLF.

On December 2, 2024, the Special Committee held a meeting, with representatives of RLF, TD Securities and Houlihan in attendance. In consultation with its advisors, the Special Committee discussed Deerfield’s request to extend the exclusivity period until 11:59 p.m. (Pacific Time) on December 6, 2024. Representatives of TD Securities reviewed Deerfield’s progress with due diligence and its interactions with potential rollover parties. The Special Committee discussed the Company’s strategic alternatives. The Special Committee discussed timing considerations related to a potential transaction with Deerfield, including potential timing to execution of a Merger Agreement, noting that the parties had exchanged several drafts of the Merger Agreement. The Special Committee determined to grant Deerfield’s request for the extension to the exclusivity period. Representatives of RLF confirmed the extension of exclusivity to representatives of Katten.

On December 2, 2024, a principal of Tang contacted a representative of TD Securities, who advised only that the Company was subject to exclusivity.

On December 2, 2024, representatives of Katten, on behalf of Deerfield, circulated comments to the Company’s disclosure schedules to representatives of Gunderson and RLF.

On December 3, 2024, the Company’s GC and Head of Human Resources and representatives of Gunderson held a call with the Company’s CSO regarding Deerfield’s request for the Company’s CSO to rollover his existing Singular Common Stock into the affiliate of Deerfield that planned to acquire the Company in the Merger. The Company’s CSO beneficially owned approximately [●]% of the Company’s outstanding capital stock as of the Record Date.

On December 4, 2024, representatives from Deerfield held a call with the Company’s CSO regarding the proposed rollover terms related to Deerfield’s acquisition proposal. The Company’s GC and Head of Human Resources attended the call. During the call, the Company’s CSO reviewed his concerns with the rollover terms proposed by Deerfield and stated that he would not rollover his Singular Common Stock on the terms proposed by Deerfield.

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On December 5, 2024, the Company’s GC and Head of Human Resources held a virtual meeting with representatives from Deerfield to discuss the Company’s CSO decision not to rollover his Singular Common Stock on the terms proposed by Deerfield and to answer additional due diligence questions regarding the Company’s employee headcount and operating expenses.

On December 5, 2024, representatives of Katten, on behalf of Deerfield circulated a draft of rollover agreement term sheet to Gunderson.

On December 5, 2024, representatives of Gunderson, on behalf of the Company, circulated a revised draft of the Company’s disclosure schedules to representatives of Katten.

On December 8, 2024, representatives of Katten, on behalf of Deerfield, requested an extension of the exclusivity period until 11:59 p.m. (Pacific Time) on December 16, 2024.

On December 8, 2024, the Special Committee held a meeting, with representatives of RLF, TD Securities and Houlihan in attendance. The Special Committee observed that the exclusivity period with Deerfield had expired at 11:59 p.m. (Pacific Time) on Friday, December 6, 2024. Representatives of TD Securities provided a report with respect to Deerfield’s recent discussions with members of Company management regarding the Company’s employee headcount and operating expenses. The Special Committee discussed its understanding that Deerfield’s proposal was premised on the support of the Company’s CSO of Deerfield’s anticipated post-transaction business plan and his willingness to rollover his Singular Common Stock as part of the transaction. The Special Committee discussed its understanding of the CSO’s views on Deerfield’s post-transaction business plan and the proposed rollover terms as well as the effect on a potential transaction if the CSO did not support Deerfield’s post-transaction business plan or declined to participate in a rollover. The Special Committee directed representatives of TD Securities to contact a principal at Deerfield to advise that the Special Committee was not prepared to grant an additional request for exclusivity but remained willing to negotiate with Deerfield. The Special Committee also directed TD Securities to contact Tang to evaluate its interest in a potential transaction. The Special Committee met in executive session with only its counsel from RLF in attendance. The Special Committee discussed potential revisions to the Company’s long-range plan that the management team could present reflecting a significant reduction in operating expenses.

On December 8, 2024, representatives of TD Securities contacted a principal of Tang regarding its interest in submitting a revised indication of interest. The principal of Tang indicated that if Tang were to submit a bid, it might be as low as $16.00 per share.

On December 9, 2024, the Company Board held a meeting, with the Company’s management and representatives from TD Securities, RLF and Gunderson in attendance. The Chair of the Special Committee provided a report regarding the status of the Special Committee’s negotiations with Deerfield and the status of the strategic alternatives process.

Following the meeting of the Company Board on December 9, 2024, the Company’s CEO called Dr. Kamdar to determine whether Medical Excellence Capital (“MEC”) might have an interest in entering into the strategic alternatives process. Dr. Kamdar is a Managing Partner of MEC. Following this call, Dr. Kamdar, on behalf of MEC, requested the Special Committee to allow the Company to enter into a non-disclosure agreement with MEC. That evening the Company, with the approval of the Special Committee, entered into a non-disclosure agreement with MEC.

On December 10, 2024, the Company’s CEO introduced principals of MEC to representatives of TD Securities.

On December 10, 2024, representatives from Deerfield held a call with the Company’s CSO regarding the potential rollover of his Singular Common Stock into the Deerfield affiliate acquiring the Company in Deerfield’s proposed acquisition. The Company’s GC and Head of Human Resources attended the call. During the call, the Company’s CSO again indicated his concerns with the rollover terms proposed by Deerfield.

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On December 10, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. It was noted that on December 9, 2024, Dr. Kamdar indicated that MEC may be interested in submitting a proposal to acquire the Company. RLF advised the Special Committee with respect to process considerations in the event MEC submitted an indication of interest. The Special Committee discussed procedures with respect to the participation of an affiliate of Dr. Kamdar as a bidder in the strategic alternative review process. The Special Committee discussed Deerfield’s indication that its proposal was premised on its ability to secure support from the Company’s CSO of its post-transaction business plan, as well as its desire that the CSO agree to rollover his Singular Common Stock in the transaction.

On December 11, 2024, representatives of Katten, on behalf of Deerfield, and the Company’s GC and representatives of Gunderson and RLF, on behalf of the Company, held multiple virtual meetings to discuss remaining issues between the parties regarding the terms of the Merger Agreement other than the deal consideration.

On December 11, 2024, the Company’s management team and representatives from MEC (including Dr. Kamdar) held an initial due diligence call regarding the Company’s business and operations.

On December 12, 2024, representatives of RLF and Gunderson, on behalf of the Company, had a call with representatives of Katten, on behalf of Deerfield, during which the representatives of Katten reported that Deerfield was willing to proceed with its acquisition proposal regardless of whether it received the support of the Company’s CSO for its post-transaction business plan and regardless of his participation in any rollover arrangement proposed by Deerfield.

On December 12, 2024, the Special Committee held a meeting, with the Company’s GC and representatives of Gunderson and RLF in attendance. Representatives of RLF and Gunderson summarized their call with Katten earlier in the day. The Special Committee discussed whether Deerfield would seek a price reduction if it were to proceed without the support of the Company’s CSO for Deerfield’s post-transaction business plan and/or with his decision not to rollover his Singular Common Stock. The Special Committee also discussed that MEC had preliminarily indicated an interest in submitting a proposal to acquire the Company. The Special Committee noted that a representative of MEC had preliminarily suggested a potential price that was below Deerfield’s then-current proposed price per share. The Special Committee noted that MEC had not completed its due diligence review or engaged in discussions with members of the Company’s management team to formulate a post-transaction business plan. The Special Committee determined to continue moving toward execution of a definitive Merger Agreement with Deerfield. RLF and Gunderson reviewed with the Special Committee the principal terms and open issues of the most recent draft Merger Agreement exchanged between Deerfield and the Company, including certain of Deerfield’s conditions to closing, as well as the termination triggers and related termination fees. After discussion, the Special Committee directed RLF and Gunderson to negotiate to eliminate Deerfield’s receipt of a solvency opinion as a condition to closing. The Special Committee also directed RLF and Gunderson to negotiate acceptable covenants regarding the Company’s minimum cash balance at closing. The Special Committee discussed the terms and timing of the potential Deerfield transaction. The Special Committee also discussed matters relating to its seeking Houlihan Lokey’s opinion as to the fairness, from a financial point of view, of the consideration payable to the Company’s stockholders in the proposed transaction with Deerfield.

On December 12, 2024, the Company’s CFO and GC and representatives from Gunderson held a virtual meeting with representatives from Houlihan Lokey to respond to Houlihan Lokey’s questions in connection with Houlihan Lokey’s review of the Company.

On December 13, 2024, representatives of Gunderson, on behalf of the Company, circulated revised drafts of the Merger Agreement, the Limited Guarantee and the Debt Commitment Letter to representatives of Katten.

On December 13, 2024, representatives of Katten, on behalf of the Deerfield, circulated a revised draft of the disclosure schedules to the Merger Agreement to representatives of Gunderson.

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On December 13, 2024, representatives of Katten, on behalf of Deerfield, and the Company’s GC and representatives of Gunderson and RLF, on behalf of the Company, held a conference call to discuss remaining issues between the parties in the Merger Agreement.

On December 14, 2024, representatives of Katten, on behalf of Deerfield, circulated a list of issues and positions to resolve all open issues other than deal consideration, to representatives of Gunderson and RLF.

On December 14, 2024, the Chair of the Special Committee had a call with a representative of Deerfield in which that representative indicated that, in light of recent developments related to the lack of support from the Company’s CSO for Deerfield’s post-transaction business plan and to the Company’s cash position and anticipated post-closing cash needs, Deerfield would be willing to proceed to execution of definitive documentation at a reduced price of $18.00 per share, but would need to re-evaluate the proposed transaction at a higher price. The Chair of the Special Committee informed the representative of Deerfield that the Special Committee would be unlikely to move forward with Deerfield at this reduced price.

On December 14, 2024, the Chair of the Special Committee had a call with representatives of TD Securities to discuss Deerfield’s price reduction and received TD Securities’ guidance with respect to potential responses to Deerfield’s positions.

On December 14, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee considered the price reduction to $18.00 per share that had been discussed with Deerfield, and the reasons Deerfield articulated for its position. It was noted that representatives of TD Securities had advised that the Special Committee, in response to the price reduction, consider shifting its focus to the Company’s other alternatives, including a potential liquidation or a potential transaction with MEC. The Special Committee also discussed the prospect of continuing to operate the Company with a different long-range plan that would include a significant reduction in operating expenses. During discussion of potential next steps in the Special Committee’s process, it was noted that MEC had scheduled a meeting with members of the Company’s management team on December 15, 2024. After additional discussion, the Special Committee directed RLF to contact Deerfield’s counsel to advise that the Special Committee had determined to go “pencils down” on Deerfield’s acquisition proposal.

On December 14, 2024, at the direction of the Special Committee, RLF contacted Katten to advise that the Special Committee had determined to go “pencils down” on Deerfield’s acquisition proposal.

On December 16, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee noted that it had not had further communication with Deerfield since December 14, 2024. The Special Committee discussed the fact that representatives of TD Securities had previously contacted Tang regarding its potential interest in a transaction involving the Company but had not received a response. The Special Committee noted that MEC remained interested in a potential transaction involving the Company and was progressing with due diligence. The Special Committee discussed the prospect of a potential transaction with MEC and next steps related thereto, including the time MEC would likely require to submit a formal proposal. The Special Committee also discussed the Company’s liquidation value and the potential timing of stockholder distributions.

On December 16, 2024, the Company’s management team provided a management presentation to representatives of MEC, including a discussion of the potential impact to the Company’s business if it significantly reduced its operating costs.

On December 16, Katten, on behalf of Deerfield, Gunderson, on behalf of the Company, and RLF, on behalf of the Special Committee, held a virtual meeting in which Katten requested the Special Committee to revert with a response to Deerfield’s view that a price reduction was necessary to execute definitive documentation, including at what price the Special Committee would be willing to transact.

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On December 17, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee discussed an indication it received from Dr. Kamdar that MEC may submit a proposal to acquire the Company. The Special Committee observed that MEC was still in the preliminary stages of formulating a potential acquisition proposal. The Special Committee discussed MEC’s progress with due diligence and the amount of time MEC would likely require to submit an acquisition proposal. The Special Committee discussed Deerfield’s recent interactions with representatives of TD Securities and RLF, noting that RLF informed Katten that the Special Committee had determined to go “pencils down” following receipt of Deerfield’s indication that it would be willing to proceed with the proposed transaction at a price of $18.00 per share, and the discussions between Gunderson, RLF and Katten subsequent to such communication. The Special Committee discussed strategies for obtaining an acceptable offer from Deerfield. Following a discussion, the Special Committee determined to direct TD Securities to contact Deerfield and to inform Deerfield that the Special Committee would be prepared to re-engage with Deerfield, if Deerfield indicated its willingness to proceed with a transaction at $21.00 per share and, without conditioning the closing on receipt of, a solvency opinion. The Special Committee discussed the Company’s cash burn rate and the effect thereof on the Company’s liquidation value. The Special Committee discussed next steps in its process, including matters relating to the timing and nature of its recommendation to the Company Board regarding the Company’s strategic alternatives.

Following the Special Committee meeting, on December 17, 2024, the Chair of the Special Committee contacted a principal at TD Securities and directed TD Securities to contact Deerfield and to inform Deerfield that the Special Committee would be prepared to re-engage with Deerfield if Deerfield increased its offer to $21.00 per share and agreed to remove the solvency opinion closing condition.

On December 17, 2024, the Company’s CEO and representatives of Gunderson had a call with Dr. Kamdar to determine whether MEC had received all information MEC required to complete its due diligence on the Company and the timing of MEC’s process to determine whether it would submit an indication of interest for consideration by the Special Committee.

On December 17, 2024, the Company’s CEO contacted a private equity firm (“Company ZZZ”) to determine whether Company ZZZ may be interested in participating in the strategic alternatives process.

On December 18, 2024, pursuant to the direction of the Special Committee, a principal at TD Securities contacted a principal at Deerfield to inform Deerfield that the Special Committee would be prepared to re-engage with Deerfield if Deerfield increased its offer to $21.00 per share and agreed to remove all material contingencies from the Merger Agreement, including the solvency opinion closing condition.

On December 18, 2024, the Company entered into a non-disclosure agreement with Company ZZZ. After entering into the non-disclosure agreement with Company ZZZ, the Company’s CEO introduced Company ZZZ to MEC.

On December 18, 2024, representatives of Gunderson, on behalf of the Company, circulated a revised draft of the Merger Agreement to Katten.

On December 19, 2024, the Company’s management team provided a management presentation to Company ZZZ.

On December 19, 2024, the Company’s CEO and representatives of Gunderson held a call with Dr. Kamdar to determine whether MEC needed any additional information to complete its due diligence on the Company and to discuss the timing of MEC’s process to determine whether it would submit an indication of interest for consideration by the Special Committee. Dr. Kamdar indicated that MEC remained interested in submitting an indication of interest but was concerned about the Company’s future capital requirements. Dr. Kamdar discussed MEC’s plans to contact Company ZZZ to determine whether it might be interested in submitting a joint indication of interest to acquire the Company.

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On December 20, 2024, a representative from Deerfield informed representatives from TD Securities that Deerfield would be willing to acquire the Company for a purchase price of $20.00 per share.

On December 21, 2024, the Company’s GC and Head of Intellectual Property held a meeting with representatives from Katten to discuss due diligence matters related to the Company’s intellectual property portfolio.

On December 20, 2024, the Company Board held a meeting, with the Company’s management team and representatives of Gunderson participating. Dr. Kamdar did not participate in this meeting due to her affiliation with MEC and MEC’s potential submission of a proposal to acquire the Company. At this meeting, the Special Committee provided the Company Board with an update regarding the Special Committee’s negotiations with Deerfield and the status of the strategic alternatives process. The Company’s management team then discussed that Deerfield indicated that its post-transaction business plan involved significantly reducing the Company’s operating expenses. They then discussed that they had prepared a financial model reflecting a significant reduction in the Company’s operating expenses. They reviewed the assumptions underlying the financial model. The members of the Company Board asked a number of questions, and a full discussion ensued. During this discussion, the Company’s management confirmed that they were not prepared to recommend the financial model to the Company Board as a replacement to the Company’s existing long-range plan because they needed to conduct additional work to assess the potential risks and uncertainties to the Company’s operations, business and future revenues resulting from the significant operating cost reductions reflected in the financial model, including the risks to the Company successfully and timely launching its spatial biology product offering.

On December 20, 2024, the Company’s management team held a virtual meeting with representatives from the Company ZZZ to respond to due diligence questions.

On December 20, 2024, the Special Committee held a meeting, with its counsel at RLF in attendance. The Special Committee discussed the financial model prepared by the Company’s management team and that had been presented to the Company Board earlier in the day. It was noted that TD Securities had circulated to the Special Committee materials analyzing the financial model. The Special Committee discussed TD Securities’ views with respect to stockholder value under the financial model relative to the Company’s other alternatives, including a potential acquisition transaction or a liquidation of the Company. The Special Committee discussed Deerfield’s proposal to acquire the Company at a purchase price of $20.00 per share. RLF summarized recent discussions with Katten. The Special Committee directed RLF to advise Katten that the Special Committee was prepared to reengage in discussions with Deerfield toward a transaction so long as Deerfield agreed that the Merger Agreement would contain customary and standard closing terms and conditions and would be in a position to execute a definitive Merger Agreement by December 22, 2024.

In the evening of December 20, 2024, the Company’s GC and representatives of RLF and Gunderson, on behalf of the Company, held a call with representatives of Katten, on behalf of Deerfield, to discuss the revisions to the Merger Agreement. During that call, the respective counsel discussed, among other things, the circumstances under which the Company may be required to obtain consent to the transaction from its landlords. Following that call, representatives of Katten contacted the representatives of RLF and Gunderson to confirm that Deerfield would require consent from the Company’s landlords prior to consummation of the Merger, and that Deerfield was amenable to contacting such landlords and obtaining such consent in advance of executing the definitive Merger Agreement.

Later during the evening of December 20, 2024, the Company’s CEO and representatives of Gunderson held a call with Dr. Kamdar to determine whether MEC had received all information required to complete its due diligence on the Company and to discuss the timing of MEC’s potential submission of an acquisition proposal to the Special Committee. The Company’s CEO also confirmed that MEC had had an opportunity to connect with the principals of Company ZZZ.

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On December 21, 2024, representatives of RLF and Gunderson held calls with representatives of Katten to discuss outstanding issues in the draft Merger Agreement. Representatives of Katten confirmed that Deerfield would not require consents from the Company’s landlords prior to execution of the Merger Agreement but would require the receipt of such consents be included as a closing condition. Representatives of RLF and Gunderson discussed with Katten the terms under which such a condition could be structured.

On December 21, 2024, the Special Committee held a meeting, with the Company’s GC and representatives of RLF, Gunderson and Savillis Inc., the Company’s real estate broker, in attendance. Representatives of RLF and Gunderson summarized their discussions with Katten regarding the proposed closing condition requiring the Company to obtain consents to the transaction from its landlords. They noted that if the Company did not obtain the required consents within 21 days after execution of the Merger Agreement, Deerfield would provide the Company the right to terminate the Merger Agreement without penalty. They also reviewed the proposed covenants imposed on each party to facilitate obtaining the required consents. A representative of Savillis advised the Special Committee with respect to the Company’s ongoing discussions with its landlords and summarized Savillis’ views with respect to the Company’s ability to obtain the required consents. The Special Committee then met in executive session with only RLF present to discuss the landlord consent closing condition and the status of the proposed transaction.

On December 21, 2024, the Company’s GC and representatives from Gunderson held a call with representatives from Deerfield and Katten to discuss the Company’s lease agreements and the landlord consent closing condition in the Merger Agreement.

On December 21, 2024, the Company’s CEO and representatives of Gunderson had a call with Dr. Kamdar to get an update on MEC’s process and to determine whether it would submit an indication of interest for consideration by the Special Committee.

On December 21 and December 22, 2024, representatives of Gunderson and representatives of Katten exchanged multiple drafts of the Merger Agreement, disclosure schedules and other documents required for execution of the Merger Agreement.

On December 22, 2024, the Company’s GC and representatives from Gunderson held an additional call with representatives from Katten to discuss the Company’s lease agreements and the landlord consent closing condition in the Merger Agreement.

On December 22, 2024, the Company’s GC and representatives from Gunderson held a virtual meeting with representatives from Deerfield and Katten to discuss the cash management covenant in the Merger Agreement.

In the afternoon of December 22, 2024, the Special Committee received a non-binding indication of interest from Company ZZZ setting forth a proposal to acquire the Company’s outstanding capital stock at a price of $20.00 per share in a transaction structured as an all-cash tender offer without any requirement of rollover from existing investors and without any financing condition, subject to completion of due diligence and negotiation of mutually agreeable definitive documents. The indication of interest stated that Company ZZZ would be prepared to complete its work over the ensuing three weeks and that Company ZZZ was confident that it could achieve a closing within 45 days after execution of definitive agreements.

After receipt of Company ZZZ’s indication of interest, in the early evening of December 22, 2024, the Special Committee held a meeting, with representatives of RLF and TD Securities in attendance. With input from its advisors, the Special Committee reviewed Company ZZZ’s indication of interest. The Special Committee observed that the purchase price offered by Company ZZZ was not superior to the purchase price contemplated by the proposed transaction with Deerfield. Representatives of TD Securities advised with respect to the timing of a potential transaction with Company ZZZ, observing, among other items, that additional delay in the process could result in a reduction in the consideration ultimately delivered to stockholders. RLF advised with respect to

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fiduciary duties. The Special Committee determined that it was in the best interests of the Company and its stockholders to proceed with the Special Committee meeting, scheduled for later in that evening, to consider its recommendation to the Company Board with respect to the proposed Deerfield transaction and not to delay the process to engage with Company ZZZ.

Approval of the Merger and the Merger Agreement

During the evening on December 22, 2024, the Special Committee held a meeting, with representatives of RLF, Gunderson, TD Securities and Houlihan in attendance. The Special Committee reviewed a non-exclusive list of factors it considered in connection with its recommendation to the Company Board with respect to the proposed Merger. Representatives of RLF and Gunderson reviewed the key terms of the proposed definitive Merger Agreement and the revisions to the Merger Agreement that had been made since the last meeting at which the Special Committee had reviewed the draft Merger Agreement. Houlihan Lokey then reviewed with the Special Committee the materials it had prepared for the Special Committee analyzing the fairness (from a financial point of view) of the merger consideration to be received by the holders of the Company’s Common Stock, other than any “Excluded Holders” (including affiliates of Deerfield and any other stockholders participating in a rollover), in the Deerfield transaction. Houlihan Lokey’s materials included an update to Riveron’s Liquidation Analysis performed by the Company’s management to reflect the Company’s cash burn over the period since Riveron had completed its Liquidation Analysis. The updated Liquidation Analysis indicated a potential recovery of between $12.85 to $22.03 per share, with a midpoint of $17.44 per share. At the request of the Special Committee, Houlihan Lokey delivered its oral opinion (which was confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated December 22, 2024) to the effect that, based upon and subject to the procedures, qualifications, assumptions and limitations to be included in its written opinion letter, as of the date of its opinion, the merger consideration to be received by the holders of the Company’s Common Stock, other than the Excluded Holders, in the Deerfield transaction pursuant to the Merger Agreement was fair to such holders (other than the Excluded Holders) from a financial point of view.

RLF presented the proposed recitals and resolutions to be adopted by the Special Committee relating to its recommendation to the Company Board with respect to the Merger. RLF again advised with respect to fiduciary duties. Following discussion and based upon, among other things, the advice of its legal and financial advisors and such other information that it had received with respect to the Merger and the Company’s strategic alternatives to the Merger, the Special Committee unanimously (a) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the holders of shares of Company Shares (other than the Excluded Holders), (b) determined that it is advisable and in the best interests of the Company and the holders of Company Shares (other than Excluded Holders) to enter into, approve, adopt and declare advisable, the Merger Agreement, and (c) recommended that the Company Board (i) determine that the terms of the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the holders of Company Shares (other than Excluded Holders), (ii) determine that it is in the best interests of the Company and holders of Company Shares (other than Excluded Holders) to enter into, and approve, adopt and declare advisable, the Merger Agreement, (iii) approve the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained in the Merger Agreement, (iv) direct that the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, be submitted to the stockholders of the Company, and (v) recommend that the stockholders of the Company vote to adopt the Merger Agreement and approve the Transactions, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

On December 22, 2024, the Company Board held a meeting to discuss the final terms of the proposed Merger Agreement between the Company and affiliates of Deerfield. Members of management and representatives from RLF, Gunderson, TD Securities and, at the request of the Special Committee, Houlihan Lokey participated in the meeting. Dr. Kamdar did not attend the meeting due to her affiliation with MEC. The

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Chair of the Special Committee reviewed the strategic alternatives process and the Special Committee’s activities since it was reconstituted in August 2024. The Chair of the Special Committee discussed the various alternatives that the Special Committee evaluated, including third-party acquisition offers and alternative stand-alone strategic plans, as well as a potential liquidation of the Company. He provided further details on the progress of the negotiations with Deerfield regarding the proposed acquisition of the Company, including how Deerfield’s ultimate offer of $20.00 per Company share was negotiated. He then reviewed the Special Committee’s reasons for recommending the Merger. The Chair of the Special Committee noted that the Special Committee had relied on the work of members of management as well as advice from its outside advisors, including RLF, TD Securities and Houlihan Lokey, and Gunderson as Company legal counsel and transaction counsel. The Chair of the Special Committee noted that the materials provided by Houlihan Lokey included an update to Riveron’s Liquidation Analysis performed by the Company’s management to reflect the Company’s cash burn over the period since Riveron had completed its Liquidation Analysis. The updated Liquidation Analysis indicated a potential recovery of between $12.85 to $22.03 per share, with a midpoint of $17.44 per share. The Chair of the Special Committee then conveyed that the Special Committee had received an opinion from Houlihan Lokey as to the fairness of the merger consideration, from a financial point of view, to the Company’s stockholders, and that the representatives of Houlihan Lokey were present at the meeting and available for questions. The Chair of the Special Committee then presented to the Company Board the Special Committee’s unanimous recommendation that, among other things, the Company Board approve the Merger Agreement with affiliates of Deerfield and recommend that the stockholders adopt the Merger Agreement.

Following a discussion, the representatives from Gunderson discussed the proposed definitive Merger Agreement between the Company and affiliates of Deerfield, including an extensive discussion and presentation of (a) the Company Board’s fiduciary duties and (b) the proposed Merger and the terms and conditions of the proposed Merger Agreement (covering, among other topics, deal structure and economics, treatment of equity awards, closing conditionality, deal protection provisions, termination and termination fees, covenants and representations and warranties). The representatives from Gunderson then reviewed the recitals and resolutions to be considered and approved by the Company Board. At the conclusion of this presentation and following a discussion, the Company Board met in executive session with the representatives of Gunderson participating. After confirming that each member of the Company Board had received all of the information required to vote on the resolutions and had no further questions, the Company Board determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement were fair to, and in the best interests of the Company and its stockholders. Following this determination, each of the Company Board members attending the meeting approved the proposed recitals and resolutions adopting and approving the Merger, the Merger Agreement and the transactions contemplated thereby and instructed the Company’s management to enter into the Merger Agreement with the affiliates of Deerfield.

Execution of the Merger Agreement and Support Agreements

Following the conclusion of the December 22, 2024 Company Board meeting, the Company and certain of its executive officers and directors, including Andrew Spaventa, Eli Glezer, Dalen Meeter, Dr. Pellini, and David Barker, who beneficially owned, in his or her personal capacity, approximately [●]%, [●]%, [●]%, [●]%, and [●]%, respectively, of the voting power of the Company’s outstanding capital stock as of the Record Date, (collectively, with Dr. Kamdar as discussed below, the “Support Stockholders”), entered into Voting and Support Agreements (each, a “Support Agreement” and together, the “Support Agreements”) with respect to the Singular Common Stock such Support Stockholder owns in his or her individual capacity (the “Owned Shares”). On December 23, 2024, Dr. Kamdar executed a Support Agreement with respect to her Owned Shares, which represented an additional approximately [●]% of the voting power of the Company’s outstanding capital stock as of the Record Date. Under each Support Agreement, the Support Stockholders agreed, among other things and on the terms set forth therein, to vote their respective Owned Shares in favor of the approval of the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the Merger, subject to and in accordance with the terms and conditions of the applicable Support Agreement. Each Support Agreement will automatically terminate upon (a) the Effective Time, (b) the valid termination of the

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Merger Agreement or (c) the mutual written agreement of the Company and such Support Stockholder. The form of Support Agreement is attached as Annex B to this Proxy Statement. For additional information on the beneficial ownership of our executive officers and directors, see the section of the Proxy Statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

After providing the executed Support Agreements to Deerfield, the Company exchanged signature pages with the affiliates of Deerfield and entered into the Merger Agreement on the evening of December 22, 2024.

In connection with the execution of the Merger Agreement, Deerfield delivered to the Company a Limited Guarantee, pursuant to which Deerfield has agreed to guarantee the obligation to pay any monetary damages, enforcement costs, and expense reimbursement obligations payable by the Deerfield affiliates under the Merger Agreement, subject to an aggregate cap equal to the Damages Cap and subject to the other terms and conditions of the Merger Agreement and the Limited Guarantee.

On December 23, 2024, the Company issued a press release before the opening of the Nasdaq Stock Market announcing the execution of the Merger Agreement.

On December 23, 2024, the Company filed a Current Report on Form 8-K following the closing of the Nasdaq Stock Market attaching the Merger Agreement and disclosing the material terms of the Merger Agreement.

As of the date of this Proxy Statement, the Company has not received any Superior Proposals.

Recommendation of the Special Committee of the Company Board and Reasons for the Merger

On December 22, 2024, the Special Committee, after careful consideration, including detailed discussions with its legal and financial advisors, unanimously (1) determined that the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the holders of Company Shares (other than Excluded Holders); (2) determined that it is advisable and in the best interests of the Company and the holders of Company Shares (other than Excluded Holders) to enter into, approve, adopt and declare advisable, the Merger Agreement; (3) recommended that the Company Board (i) determine that the terms of the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the holders of Company Shares (other than the Excluded Holders), (ii) determine that it is in the best interests of the Company and the holders of Company Shares (other than Excluded Holders) to enter into, and approve, adopt and declare advisable, the Merger Agreement, (iii) approve the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Transactions, including the Merger, upon the terms and subject to the conditions contained in the Merger Agreement, (iv) direct that the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, be submitted to the stockholders of the Company, and (v) recommend that the stockholders of the Company vote to adopt the Merger Agreement and approve the Transactions, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

Reasons for the Recommendation of the Special Committee

In evaluating the Merger Agreement and the Transactions, the Special Committee consulted with Singular’s senior management, legal advisors at RLF and financial advisors at TD Securities and Houlihan Lokey and considered, analyzed and relied upon a wide and complex range of factors. Based on these consultations, considerations and analyses, and the factors discussed below, the Special Committee unanimously determined that the Merger Agreement and the Transactions, including the Merger, were fair to and in the best interests of the Company and the holders of Company Shares (other than Excluded Holders).

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In making its determination and recommendation of the Merger Proposal to the Company Board, the Special Committee considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Independent and Committee-led Process. The Special Committee considered that the Special Committee is composed solely of independent and disinterested directors and led a robust process to among other things, review and evaluate whether to effect any strategic transaction, including a go-private transaction or other sale of the Company, any recapitalization, reclassification, reorganization or other similar transaction, or any act or transaction that would be intended to or would have the effect of causing the Company to delist from the Nasdaq Stock Market and/or to deregister its shares under the rules of the Securities Exchange Commission, and any liquidation, dissolution or winding up of the Company. The Special Committee considered that it engaged multiple independent parties to provide advice and assist in its review, including:

Independent Legal Counsel. The Special Committee engaged RLF as its independent legal counsel and received advice from RLF throughout the strategic alternative review process, including advice with respect to the Special Committee’s fiduciary duties under the DGCL, including in connection with the structure, design and implementation of the Special Committee’s process to identify the best alternative reasonably available to Singular stockholders, and in connection with its review, negotiation and evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Financial Advisors and Experts. The Special Committee retained TD Securities as its independent financial advisor and has received advice from TD Cowen regarding the structure, design and implementation of the Committee’s strategic alternatives review process, including the financial aspects of the Merger Agreement and the transactions contemplated thereby and alternatives thereto. The Special Committee also engaged Riveron to prepare the Liquidation Analysis. The Committee engaged Houlihan Lokey as its independent financial advisor and received advice from Houlihan, including its opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Singular Common Stock, other than the Excluded Stockholders, in the Merger.

Committee Meetings. The Special Committee considered that from the time of its formation and through the time it considered whether to recommend the Merger Agreement, the Special Committee met 44 times, during which the Special Committee evaluated the Company’s strategic alternatives, including the Company’s prospects on a standalone basis, the value to stockholders from a dissolution, liquidation and winding up, and the value to stockholders of a strategic transaction.

Market Check. The Special Committee considered that, at the direction of the Special Committee, TD Securities conducted a process to solicit indications of interest from likely bidders. TD Securities contacted 59 parties. Of those parties, 48 had confirmed receipt of the outreach, of which 10 reported that they were reviewing the potential transaction and 38 reported either that they would pass on the opportunity or would be unlikely to engage. The Special Committee assessed the likely interest from potential bidders in a strategic transaction and evaluated the potential advantages and risks of conducting outreach to potential third parties.

Merger Consideration and Premium to Market Price. The belief that the Merger Consideration of $20.00 per share in comparison to the prospective current and future value of the Company as a standalone entity, which represents a modest premium over the one-day closing stock price but constitutes a premium of approximately 253% over the Company’s unaffected closing stock price on September 11, 2024, the last full trading day before the first public announcement that Deerfield had submitted a proposal to acquire all of the outstanding shares of Singular Common Stock to the Special Committee. The Merger Consideration also represents a premium of approximately 64% over the volume-weighted average price of Singular Common Stock for the six-month period ended September 11, 2024 (the prices per share set forth herein reflect the effect of the Reverse Stock Split);

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Cash Consideration. The Special Committee belief that the Merger Consideration being paid in cash provides certainty and immediate liquidity and value to the Singular stockholders entitled thereto, enabling Singular stockholders to realize value while eliminating long-term business and execution risk.

Rollover opportunity. The Special Committee considered that certain Singular stockholders would have an opportunity to enter into Rollover Agreements with the Parent pursuant to which such Rollover Stockholders have the ability to exchange Company Shares for equity in Parent;

Opinion of Houlihan Lokey. The Special Committee considered the financial analysis reviewed by Houlihan Lokey as well as the oral opinion of Houlihan Lokey rendered to the Special Committee on December 22, 2024 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee on December 22, 2024), as to the effect that, subject to the various assumptions made, procedures followed, matters considered and qualification and limitations set forth in the Merger Agreement, as of the date of the opinion, the Merger Consideration to be received by the holders of Singular Common Stock (other than Excluded Stockholders), in the Merger pursuant to the Merger Agreement is fair to such holders (other than the Excluded Stockholders) from a financial point of view.

Timing and Risks Associated with Deerfield’s Proposal. The Special Committee’s belief that the timing and risks inherent in Deerfield’s proposal to acquire the Company at a price of $20 per share in cash, including the risk that, taking into account the Company’s considerable cash burn and lack of alternative transactions, such price may not be available at a different time.

Singular’s Financial Condition and Prospects. The Special Committee Company’s considered its belief that the Merger was more favorable to Singular’s stockholders than remaining an independent company, which was based in part on the Special Committee’s consideration of:

Future Prospects. The Company’s future prospects if it were to remain independent, including the competitive landscape for life sciences companies generally and companies in the genomic sequencing space more specifically as well as the uncertainty in the industry and in the financial markets. The Company’s relationship and arrangements with its customers and vendors (including its landlord) and the risks associated with the foregoing.

Ability to Remain Independent. The Special Committee considered the ability of Singular to remain independent and the risks and costs associated with doing so, including execution risk associated with the Company’s long-range plan as well as potential variations thereto and the Company’s ability to raise funds to accomplish objectives contemplated by the long-range plan.

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Strategic Alternatives. The Special Committee also considered its belief that the Merger represented the most compelling opportunity, with the lowest execution risk, compared to strategic alternatives, based on its consideration of a number of factors, including the following:

Financial Projections. The Special Committee considered the Financial Projections prepared by Singular’s senior management team (the “Financial Projections”), which reflected multiple potential strategic alternatives available to Singular on a standalone basis and were not risk-adjusted for all scenarios. The Special Committee understood that these Financial Projections were based on assumptions that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

Liquidation Analysis. The Special Committee reviewed and considered the Liquidation Analysis. The Special Committee considered the risks and costs associated with liquidating the Company, including costs of winding down its operations, settling outstanding liabilities, costs and liability associated with its lease obligations, and risks associated with selling its remaining assets, including the substantial uncertainty of the amount or timing distributions of the proceeds of any liquidation to the Company’s stockholders.

Likelihood of Closing. The Special Committee concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

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Merger Agreement. The Special Committee considered the terms and conditions of the Merger Agreement, including:

Ability to Respond to Certain Unsolicited Takeover Proposals. The Merger Agreement permits the Company Board or the Special Committee, subject to compliance with certain procedural requirements (including that the Company Board or Special Committee determine in good faith, after consultation with outside counsel and its financial advisor, that an unsolicited acquisition proposal constitutes, or is reasonably likely to lead to, a superior proposal), (i) to furnish information with respect to Singular to the person making such unsolicited acquisition proposal, and (ii) to participate in discussions or negotiations with the person making such unsolicited acquisition proposal.

Right to Accept Superior Proposals. In the event Singular receives a Superior Proposal, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee may withdraw or change its recommendation in favor of the Merger if the Company Board or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Singular’s stockholders under applicable law. In order for the Company Board or the Special Committee to withdraw its recommendation in connection with a Superior Proposal, Singular must first provide Parent with a right to negotiate with Singular to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary.

Change in Recommendation for an Intervening Event. If a specified intervening event, as defined in the Merger Agreement, occurs, the Company Board or the Special Committee may withdraw or change its recommendation in favor of the Merger if the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Singular’s stockholders under applicable law. In order for the Company Board or Special Committee to withdraw or change its recommendation in connection with such an intervening event, Singular must first provide Parent with a right to negotiate with Singular to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary.

Termination Fee. The Special Committee considered the fact that, in connection with the termination of the Merger Agreement under specified circumstances, including a Change of Recommendation or termination by Singular to accept and enter into a definitive agreement with respect to superior proposal, Singular would be obligated to pay Parent a termination fee of up to $1,520,246. The Special Committee was of the view that this termination fee was at the low end of the range for customary termination fees in transactions of a similar size, was reasonable in light of the bidding and negotiation process that led to the execution of the Merger Agreement, as well as of the terms of the Merger Agreement itself, and was necessary to induce Parent to enter into the Merger Agreement. The Special Committee believed that the termination fee would not likely deter or preclude another party with a strategic interest in Singular and financial resources sufficient to consummate an alternative acquisition transaction with Singular, were one to exist, from making a competing proposal for Singular and would likely only be required to be paid in the event that the Company Board entered into a transaction more financially favorable to Singular’s stockholders than the Merger.

Conditions to the Completion of the Transactions. The Special Committee considered the limited conditions to Parent’s obligations to consummate the Merger, including the condition that there not have occurred a change or event that would constitute a material adverse effect with respect to Singular. The Special Committee considered the fact that specified changes or events would be excluded from the determination whether Singular had experienced a material adverse effect, particularly any change or event resulting from the announcement, pendency and consummation

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of the Merger. The Special Committee considered the Company’s ability to terminate the Merger Agreement if it determines that it cannot obtain required third party consents.

Financing Undertaking by Parent. The Special Committee considered that Deerfield Private Design Fund IV provided a debt commitment for the Merger and the fact that Singular is a named third-party beneficiary in the Debt Commitment Letter and that Parent’s obligation to close the Merger is not subject to a financing condition.

Interim Covenants. The Special Committee considered that the Merger Agreement provides for certain interim covenants restricting the Company’s ability to take certain actions prior to Closing without Parent’s consent while still leaving sufficient flexibility to allow the Company to continue its operations in the ordinary course.

Outside Date to Closing. The Merger Agreement provides for a four-month period during which either party may generally terminate the Merger Agreement.

Company Material Adverse Effect. The Merger Agreement includes a “Company Material Adverse Effect” definition that includes a number of customary exceptions.

Specific Performance. The Special Committee considered Singular’s ability, under certain circumstances pursuant to the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, including the obligations of Parent and Merger Sub to consummate the Merger.

Willful and Material Breach. The Merger Agreement permits the parties to seek monetary remedies against the other party under specified circumstances, including in the event of Willful and Material Breach. Although the Company’s principal remedy against Parent and Merger Sub would be specific performance, the Company has the right to seek as a remedy money damages in the form of the benefit of the bargain lost by it and its stockholders, subject to the Damages Cap Parent also has the right to seek money damages against Singular under certain circumstances, including fraud or Willful and Material Breach, subject to the provisions specifying that the Company Termination Fee, when payable, shall serve as the exclusive remedy.

Appraisal Rights. The Special Committee considered the fact that Singular’s stockholders who do not vote in favor of adoption of the Merger Agreement and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

The Special Committee also considered a variety of risks and other potentially negative factors relating to the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

Third-Party Consent and Acknowledgment Risk. The Special Committee considered the risk of timely obtaining the third-party consents and acknowledgments, including the consent of the 3010 Landlord and 3030 Landlord and the acknowledgment with respect to the Columbia License, the receipt of which is outside of the Company’s control, may be delayed, conditioned or not obtained.

Risks Associated with the Failure to Consummate the Merger. The Special Committee considered the risks and costs to the Company if it fails to consummate the Merger, including the transaction expenses and opportunity costs associated therewith and the possibility of disruption to the Company’s operations, diversion of management and employee attention, increased employee attrition, adverse effects on the Company’s business, customers and other relationships, a decline in the trading price of the Company’s stock and adverse effects on the market’s perception of the Company and its prospects. These risks are in addition to the risks associated with the degradation in the Company’s liquidation value and the loss of the opportunity to make liquidating distributions to stockholders.

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Restrictions on the Interim Operation of the Company’s Business. The Special Committee considered the restrictions on the conduct of the Company’s business prior to the consummation of the Merger pursuant to the Merger Agreement, including the covenants relating to the Company’s obligation to operate in the ordinary course of business and refrain from taking certain actions without Parent’s consent, which could delay or prevent the Company from undertaking business opportunities that may arise pending the consummation of the Merger and otherwise limit the Company’s operations prior to closing.

Company Termination Fee; Liability for Breach. The Special Committee considered the possibility that the Company may be obligated to pay the Company Termination Fee in certain circumstances, including a breach of the Merger Agreement, or that the Company could be subject to liability for breach.

Parent Damages Cap. The Special Committee considered the possibility that, if Parent and Merger Sub were to breach the Merger Agreement and the Company were unable to secure a remedy of specific performance, an award of money damages may not be available or, even if available, would be limited by the Damages Cap and may not adequately compensate the Company for the damages suffered by the Company and its stockholders as a result of the failure of the Merger to be consummated in accordance its terms.

Participation in Future Gains. The Special Committee considered that, if the Merger is completed, the Company will no longer be a stand-alone public company and the stockholders who receive cash consideration in the Merger will forgo any future increase in the Company’s value that might result from its earnings or possible growth.

Tax Treatment. The Special Committee considered the tax treatment of any gains arising from the receipt of the consideration payable in the Merger, which would generally be taxable to the Company’s stockholders that are U.S. holders for U.S. federal income tax purposes.

Stockholder Litigation. The Special Committee considered the prospect of litigation from stockholders or other constituents relating to the Merger and the potential costs and distractions associated therewith.

The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but indicates the material matters considered. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Special Committee may have considered various factors differently. The Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. The Special Committee based its unanimous recommendation on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Special Committee may have given differing weights to different factors. The Special Committee and the Board are not aware of any firm offer by any other person during the prior two years for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company.

Recommendation of the Company’s Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors, at a meeting held on December 22, 2024, acting upon the unanimous recommendation of the Special Committee, (1) determined that terms of the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the holders of Company Shares (other than the Excluded Holders); (2) determined that it is advisable and in the best

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interests of the Company to enter into, and approved, adopted and declared advisable, the Merger Agreement; (3) approved the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of Transactions, including the Merger, upon the terms and subject to the conditions contained therein; (4) directed that the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, be submitted to the stockholders of the Company; and (5) resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement and approve the Transactions, including the Merger, at any meeting of the stockholders held for such purpose and any adjournment or postponement thereof.

The Board of Directors, acting upon the unanimous recommendation of the Special Committee, recommends that you vote (1) “FOR” the Merger Proposal, and (2) “FOR” the Adjournment Proposal.

Reasons for the Recommendation of the Company’s Board of Directors

In evaluating the Merger Agreement and the Transactions, the Company Board consulted with Singular’s senior management and legal advisors at Gunderson and considered, analyzed and relied upon a wide and complex range of factors. Based on these consultations, considerations and analyses, and the factors discussed below, the Company Board determined that the Merger Agreement and the Transactions, including the Merger, were fair to and in the best interests of the Company and the holders of Company Shares (other than Excluded Holders).

In making its determination and recommendation of the Merger to Singular’s stockholders, the Company Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Determination and Recommendation of the Special Committee through an Independent and Committee-led Process. The Company Board considered the determination and recommendation of the Special Committee, including the factors considered by the Special Committee in recommending the Merger to the Company Board, as described in the section above captioned “- Reasons for the Recommendation of the Special Committee.”

Merger Consideration and Premium to Market Price. The Merger Consideration to be paid by Parent would provide Singular’s stockholders with the opportunity to receive a meaningful premium over the current market price of the Company Shares. The Company Board reviewed the current and historical market prices with respect to the Company Shares, including the fact that the Merger Consideration represents (i) approximately a 253% premium over the closing price of Singular Common Stock on Nasdaq on September 11, 2024, the last full trading day before the first public announcement that Deerfield had submitted a proposal to acquire all of the outstanding shares of Singular Common Stock to the Special Committee and (ii) approximately a 64% premium over the volume-weighted average price of Singular’s Common Stock for the six month period ended September 11, 2024.

Cash Consideration. The Company Board considered that the form of consideration to be paid to Singular stockholders in the Offer and the Merger was all-cash and considered the certainty of value and immediate liquidity associated with such cash consideration, while eliminating the effect of long-term business and execution risk.

Rollover opportunity. The Company Board considered that certain Singular stockholders would have an opportunity to enter into Rollover Agreements with the Parent pursuant to which such Rollover Stockholders have the ability to exchange Company Shares for equity in Parent;

Opinion of Houlihan Lokey, Financial Advisor to the Special Committee. The Company Board considered the financial analysis reviewed by Houlihan Lokey with the Special Committee as well as the oral opinion of Houlihan Lokey rendered to the Special Committee on December 22, 2024 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee

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dated December 22, 2024), as to, as of such date, the fairness, from a financial point of view, to the holders of Singular Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders (other than the Excluded Holders) in the Merger pursuant to the Merger Agreement, as more fully described in the section of this Proxy Statement captioned “The Merger – Opinion of Houlihan Lokey to the Special Committee.” The full text of the written opinion of Houlihan Lokey, dated December 22, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in rendering such opinion, is attached as Annex C to this Proxy Statement. Houlihan Lokey’s opinion was provided to the Special Committee in connection with its consideration of the Merger and was not intended to be and does not constitute a recommendation to any Singular stockholder as to how such stockholder should vote with respect to the Merger or any other matter.

Speed of Closing. The Company Board considered the anticipated timing of the consummation of the Merger and concluded that, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, the Merger would allow Singular stockholders to receive the consideration in a relatively short timeframe. The Company Board also determined that such a relatively short timeframe would be expected to reduce the uncertainty and potential disruption to Singular’s business during the pendency of the Merger.

Singular’s Financial Condition and Prospects. The Company Board considered its belief that the Merger was more favorable to Singular’s stockholders than remaining an independent public company, which was based on the Company Board’s consideration of a number of factors, including the following:

Ability to Remain Independent. The Company Board considered the ability of Singular to remain independent and the risks and costs associated with doing so, including:

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Strategic Alternatives. The Company Board also considered its belief that the Merger represented the most compelling opportunity, with the lowest execution risk, compared to strategic alternatives, based on its consideration of a number of factors, including the following:

Financial Projections. The Company Board considered the Financial Projections prepared by Singular’s senior management team, which reflected multiple potential strategic alternatives available to Singular on a standalone basis and were not risk-adjusted for all scenarios. The Company Board understood that these Financial Projections were based on assumptions that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

Liquidation Analysis. The Company Board reviewed and considered the Liquidation Analysis and the risks and costs associated with liquidating the Company, including costs of winding down its operations, settling outstanding liabilities, the costs and liabilities associated with its ongoing lease obligations, and risks associated with selling its remaining assets, including the substantial uncertainty of the amount or timing distributions of the proceeds of any liquidation to the Company’s stockholders.

Likelihood of Closing. The Company Board concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

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Merger Agreement. The Company Board considered the terms and conditions of the Merger Agreement, including:

Ability to Respond to Certain Unsolicited Takeover Proposals. The Merger Agreement permits the Company Board or the Special Committee, subject to compliance with certain procedural requirements (including that the Company Board or Special Committee determine in good faith, after consultation with outside counsel and its financial advisor, that an unsolicited acquisition proposal constitutes, or is reasonably likely to lead to, a superior proposal), (i) to furnish information with respect to Singular to the person making such unsolicited acquisition proposal, and (ii) to participate in discussions or negotiations with the person making such unsolicited acquisition proposal.

Right to Accept Superior Proposals. In the event Singular receives a Superior Proposal, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee may withdraw or change its recommendation in favor of the Merger if the Company Board or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Singular’s stockholders under applicable law. In order for the Company Board or the Special Committee to withdraw its recommendation in connection with a Superior Proposal, Singular must first provide Parent with a right to negotiate with Singular to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary.

Change in Recommendation for an Intervening Event. If a specified intervening event, as defined in the Merger Agreement, occurs, the Company Board or the Special Committee may withdraw or change its recommendation in favor of the Merger if the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Singular’s stockholders under applicable law. In order for the Company Board or Special Committee to withdraw or change its recommendation in connection with such an intervening event, Singular must first provide Parent with a right to negotiate with Singular to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary.

Termination Fee. The Company Board considered the fact that, in connection with the termination of the Merger Agreement under specified circumstances, including a Change of Recommendation or termination by Singular to accept and enter into a definitive agreement with respect to superior proposal, Singular would be obligated to pay Parent a termination fee of up to $1,520,246. The Company Board was of the view that this termination fee was comparable to termination fees in transactions of a similar size, was reasonable in light of the bidding and negotiation process that led to the execution of the Merger Agreement, as well as of the terms of the Merger Agreement itself, and was necessary to induce Parent to enter into the Merger Agreement. The Company Board believed that the termination fee would not likely deter or preclude another party with a strategic interest in Singular and financial resources sufficient to consummate an alternative acquisition transaction with Singular, were one to exist, from making a competing proposal for Singular and would likely only be required to be paid in the event that the Company Board entered into a transaction more financially favorable to Singular’s stockholders than the Merger.

Conditions to the Completion of the Transactions. The Company Board considered the limited conditions to Parent’s obligations to consummate the Merger, including the condition that there not have occurred a

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change or event that would constitute a material adverse effect with respect to Singular. The Company Board considered the fact that specified changes or events would be excluded from the determination whether Singular had experienced a material adverse effect, particularly any change or event resulting from the announcement, pendency and consummation of the Merger. The Company Board considered the Company’s ability to terminate the Merger Agreement if it determines that it cannot obtain required third party consents.

Financing Undertaking by Parent. The Company Board considered that Deerfield Private Design Fund IV provided a debt commitment for the Merger and the fact that Singular is a named third-party beneficiary in the Debt Commitment Letter.

Specific Performance. The Company Board considered Singular’s ability, under certain circumstances pursuant to the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, including the obligations of Parent and Merger Sub to consummate the Merger.

Appraisal Rights. The Company Board considered the fact that holders and beneficial owners of our Common Stock that do not vote in favor of adoption of the Merger Agreement and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

The Company Board also considered a variety of risks and other potentially negative factors relating to the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

Liquidation Value and Timing. The Company Board considered its belief that the Liquidation Analysis could not have taken into account every uncertainty of all potential unknown or contingent liabilities or other potential risks and uncertainties associated with pursuing a winding down and liquidation of Singular. When measured against the certainty provided by the Merger, and the reasonably short timeframe when compared to an orderly liquidation process, and the costs and liability associated with the Company’s lease obligations, the Company Board determined that a liquidation of Singular would not reasonably be expected to provide certainty of a better outcome for Singular stockholders.

No Stockholder Participation in Future Growth or Earnings. The Company Board considered the fact that the nature of the Merger as an all-cash transaction means that Singular stockholders (other than Rollover Stockholders) would no longer be able to participate in any future earnings or growth of Singular or benefit from any appreciation in the value of Singular following the consummation of the Merger, which earnings or growth could have resulted, if Singular had remained independent, in future prices for the Company Shares in excess of the Merger Consideration.

Risk of Non-Consummation. The Company Board considered the fact that, while Singular expects that the Merger will be consummated, there can be no assurance that the conditions to the Merger will be satisfied, and that, as a result, the Merger may not be consummated. The Company Board considered the potential risks associated with a failure of the Merger to be consummated, including (i) the extensive time and effort expended by Singular’s directors, senior management and other employees during the pendency of the proposed Merger, (ii) the significant transaction-related costs and opportunity costs incurred by Singular, (iii) the trading price for the Singular Common Stock could be negatively impacted, (iv) Singular’s business could be disrupted and negatively impacted, including loss of business partners and employees, and (v) the market’s perceptions of Singular’s prospects could be adversely affected.

Restrictions on Conduct of Business. The Company Board considered the limitations on Singular’s pursuit of business opportunities during the pendency of the Merger due to certain covenants contained in the Merger Agreement requiring Singular to operate its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, to comply with certain other operating restrictions. Such restrictions could delay or prevent Singular from pursuing business opportunities that may arise during the pendency of the proposed Merger and/or have a significant adverse effect on Singular’s ability to respond to changing market and business conditions, in a timely manner, or at all.

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Impact of Announcement on Singular. The Company Board considered the impact on Singular’s business of the public announcement of the proposed Merger, including the potentially negative effects that such announcement may have on Singular’s business relationships and its ability to attract and retain key management, technical and other personnel while the Merger is pending.

Inability to Solicit Other Takeover Proposals. The Company Board considered the covenant in the Merger Agreement prohibiting Singular from soliciting other potential acquisition proposals and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied.

Termination Fee. The Company Board considered the possibility that the $1,520,246 termination fee payable could potentially dissuade a potential acquirer from proposing an alternative acquisition transaction that could be of greater value to Singular stockholders than the Merger.

Interests of the Board. The Company Board considered the fact that Singular’s directors and officers may have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of Singular’s other stockholders, and the risk that these interests might influence their decision with respect to the transactions contemplated by the Merger Agreement.

Tax Treatment. The Company Board considered the fact that the cash consideration to be received by Singular stockholders (other than the Rollover Stockholders) in the Merger would be taxable to U.S. Holders. However, the Company Board noted that the all-cash nature of the consideration payable in the Transactions would provide such Singular stockholders with adequate cash for the payment of any taxes due.

The foregoing discussion of the Company Board’s reasons for its recommendation that Singular stockholders vote in favor of the Merger Proposal is not meant to be exhaustive, but addresses the material information and factors considered by the Company Board in consideration of its recommendation. In view of the wide variety of factors considered by the Company Board in connection with the evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, the Company Board did not reach any specific conclusion with respect to any of the particular factors considered. Instead, the Company Board conducted an overall analysis of the factors described above and made its determinations and recommendations based on the totality of the information reviewed. The judgments of individual members of the Company Board may have been influenced to a greater or lesser degree by different factors. The Company Board ultimately concluded that, in the aggregate, the potential benefits of the Merger outweighed the potential risks or negative consequences of the Merger.

For the reasons described above, the Company Board, acting upon the unanimous recommendation of the Special Committee, recommends that the stockholders of the Company vote “FOR” the Merger Proposal.

Opinion of Houlihan Lokey to the Special Committee

At the December 22, 2024 meeting of the Special Committee, Houlihan Lokey orally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated December 22, 2024) as to, as of such date, the fairness, from a financial point of view, to the holders of Singular Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders (other than the Excluded Holders) in the Merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Singular Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders (other than

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the Excluded Holders) in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this Proxy Statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex C to this Proxy Statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Company Board, Singular, any security holder or any other person as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised Houlihan Lokey, and at the Special Committee’s direction Houlihan Lokey relied upon and assumed, that the Liquidation Analysis was reasonably prepared by Riveron, and updated by Company management, in good faith on bases reflecting the best currently available estimates and judgments of Company management and the advice and judgments of the Company’s third party real estate and intellectual property advisors as to the expected realizable value for the Company’s assets in a liquidation of such assets and the amounts, if any, estimated to be available for distribution to the holders of Common Stock. In addition, management of the Company advised Houlihan Lokey, and at the Special Committee’s direction Houlihan Lokey relied upon and assumed, that the Financial Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management and the advice and judgments of the Company’s tax advisors as to the future financial results and condition of the Company, assuming for the purposes thereof that the Company would have sufficient capital to operate on a standalone basis in accordance with the Company business plan underlying such projections. At the Special Committee’s direction, Houlihan Lokey assumed that the Liquidation Analysis and the Financial Projections provided a reasonable basis on which to evaluate the Company and the Merger, and Houlihan Lokey, at the Committee’s direction, used and relied upon the Liquidation Analysis and the Financial

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Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Liquidation Analysis, the Financial Projections or the respective assumptions on which they were based. If the assumptions, estimates or conclusions set forth in the Liquidation Analysis or the Financial Projections are not accurate, the conclusions set forth in Houlihan Lokey’s opinion could be materially affected. Houlihan Lokey relied upon and assumed, without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the Merger Agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Merger would be satisfied without waiver thereof, and (d) the Merger would be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the Merger would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the Merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the Merger or the Company that would be material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of the Merger Agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation (other than the Liquidation Analysis provided by Company management). Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Merger, the securities, assets, business or operations of the Company or any other party, or any alternatives to the Transactions, (b) negotiate the terms of the Transaction, (c) advise the Special Committee, the Company Board, the Company or any other party with respect to alternatives to the Transaction, or (d) identify, introduce to the Special Committee, the Company Board, the Company or any other party, or screen for creditworthiness, any prospective investors, lenders or other participants in the Merger.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any opinion as to the price or range of prices at which Singular Common Stock or Singular Preferred Stock may be purchased or sold, or otherwise be transferable, at any time.

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Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Special Committee, the Company Board, the Company, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Company Board, the Company, its security holders or any other party to proceed with or effect the Merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the Merger or otherwise (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, any terms, aspects or implications of any Rollover Agreements that may be entered into following the execution of the Merger Agreement or the Rollover, (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion including, without limitation the fairness of any portion or aspect of the Merger to holders of Singular Preferred Stock, (iv) the relative merits of the Merger as compared to any alternative business strategies or transactions that might have been available for the Company or any other party, (v) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, Parent, their respective security holders or any other party is receiving or paying reasonably equivalent value in the Merger, (vii) the solvency, creditworthiness or fair value of the Company, Parent or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise.

Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, environmental, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Committee, on the assessments by the Special Committee, the Company Board, the Company, Parent and their respective advisors as to all legal, environmental, regulatory, accounting, insurance, tax and other similar matters with respect to the Company, the Merger or otherwise.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee in evaluating the Merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Special Committee, the Board or Company management with respect to the Merger or the Merger Consideration. The type and amount of consideration payable in the Merger were determined through negotiation between the Special Committee and Parent, and the decision to enter into the Merger Agreement was solely that of the Special Committee and the Board.

Financial Analyses

In preparing its opinion to the Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The following is a summary of the material financial analyses considered by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Special Committee on December 22, 2024. The summary of these analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various

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quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor the underlying analyses are readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all reviews undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Financial Projections.

Company management advised Houlihan Lokey that the Company did not expect to be able to raise adequate capital on terms acceptable to the Company sufficient to operate on a standalone basis in accordance with the Company business plan. Accordingly, in reaching its conclusions in its opinion, Houlihan Lokey reviewed and considered the Liquidation Analysis of the Company prepared by Riveron and the Financial Projections, which assumed, for the purposes of the Financial Projections, that the Company would have sufficient capital to operate on a standalone basis in accordance with the Company business plan.

Review of Liquidation Analysis. Houlihan Lokey reviewed and considered the Liquidation Analysis of the Company, which was prepared by Riveron, reviewed and updated by Company management and reviewed and approved for Houlihan Lokey’s use by the Special Committee. The Liquidation Analysis estimated the potential realizable values for the Company’s assets in a liquidation and the remaining amounts, if any, available upon completion of such liquidation for distribution to holders of the Singular Common Stock. Houlihan Lokey noted that the Liquidation Analysis estimated a range of potential realizable values for the Company’s assets in a liquidation of approximately $102.9 million to $118.5 million and a range of liquidation-related costs and disbursements of approximately $53.0 million to $61.7 million, which resulted in a range of net cash available for distribution to the holders of Singular Common Stock of approximately $41.2 million to $65.5 million, prior to a $2,533,744 holdback required under the terms of the Company’s directors and officers (“D&O”) insurance policy and a $5.0 million general contingency reserve, and approximately $33.7 million to $58.0 million after giving effect to such holdback and reserve. The Liquidation Analysis indicated an implied value reference range of $15.71 to $24.82 per share of Singular Common Stock prior to the D&O policy holdback and general contingency reserve and $12.85 to $22.03 per share of Singular Common Stock after the D&O policy holdback and general contingency reserve, in each case as compared to the Merger Consideration of $20.00 per share of Singular Common Stock to be received by the holders of Singular Common Stock (other than the Excluded Holders) in the Transaction pursuant to the Merger Agreement.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of the Company based on the Financial Projections, which assumed for such purposes, that the Company would have sufficient capital to operate on a standalone basis in accordance with the Company business plan underlying such projections, and therefore did not take into account potential additional dilution that would result from future capital raises. For purposes of the discounted cash flow analysis, Houlihan Lokey applied a range of perpetuity growth rates ranging from 3.0% to 5.0% and discount rates ranging from 25.0% to 35.0%. The discounted cash flow analysis indicated an implied value reference range of $12.05 to $29.14 per share of Singular Common Stock (assuming the Company would have sufficient capital to operate on a standalone basis), as compared to the Merger Consideration of $20.00 per share of Singular Common Stock to be received by the holders of Singular Common Stock (other than the Excluded Holders) in the Transactions pursuant to the Merger Agreement.

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Other Matters

Houlihan Lokey was engaged by the Special Committee to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to the holders of Singular Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders (other than the Excluded Holders) in the Merger pursuant to the Merger Agreement. The Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers, acquisitions, divestitures, leveraged buyouts and for other purposes. Pursuant to its engagement by the Special Committee, Houlihan Lokey became entitled to a fee of $375,000 upon its retention by the Special Committee and $375,000 upon the rendering of its opinion to the Special Committee. The Company has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, Parent, Deerfield Management or any other party that may be involved in the Merger and their respective affiliates or security holders or any currency or commodity that may be involved in the Merger.

Houlihan Lokey and/or certain of its affiliates have in the past provided and are currently providing investment banking, financial advisory and/or other services to Deerfield, or one or more security holders or affiliates of, and/or portfolio companies of investment funds affiliated or associated with, Deerfield Management (collectively, with Deerfield, the “Deerfield Group”), for which Houlihan Lokey and its affiliates have received compensation. Based on a review of its information management systems, Houlihan Lokey identified engagements during the two years prior to the date of its opinion with members of the Deerfield Group for which Houlihan Lokey and its affiliates received aggregate compensation of approximately $8.0 million, including, among other things, (i) having acted as financial advisor to a group of lenders, of which one or more members of the Deerfield Group were significant members, in relation to their interests as lenders to NanoString Technologies, Inc. in connection with its chapter 11 bankruptcy proceedings, which concluded in June 2024, and (ii) having acted as financial advisor to a group of lenders, of which one or more members of the Deerfield Group were significant members, in relation to their interests as lenders to Lannett Company in connection with its chapter 11 bankruptcy proceedings, which concluded in June 2023. In addition, in the course of its review, Houlihan Lokey also identified certain current engagements with one or more members of the Deerfield Group unrelated to the Merger for which Houlihan Lokey and/or its affiliates could receive, in the upcoming year, aggregate compensation of $3.5 million or more, including providing financial advisory, valuation advisory and/or capital raising services to members of the Deerfield Group. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, Parent, members of the Deerfield Group, other participants in the Merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. In addition, Houlihan Lokey and certain of its affiliates and certain of their respective employees may have committed to invest in private equity or other investment funds managed or advised by Deerfield, other participants in the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with members of the Deerfield Group, other participants in the Merger or certain of their respective affiliates or security holders, and may do so in the future. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, Parent, members of the Deerfield Group, other participants in the Merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

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Certain Financial Projections

Singular’s senior management does not as a matter of course issue public financial projections as to future performance or earnings beyond the then current fiscal year or issue public financial projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with its strategic planning process, including without limitation its evaluation of the Merger Agreement and the Transactions, including the Merger, as described in this Proxy Statement, Singular’s senior management prepared the Financial Projections which were provided to Houlihan Lokey in connection with its opinion to the Special Committee. Singular and the Special Committee approved the use of the Financial Projections by Houlihan Lokey in performing its financial analyses. To give Singular stockholders access to certain non-public information that was available to the Company Board at the time of the evaluation of the Merger and the Merger Agreement, Singular’s senior management has included these Financial Projections below, subject to the following qualifications and cautionary statements.

Singular management prepared the Financial Projections set forth below and delivered to the Company Board, the Special Committee, and Houlihan Lokey based on historical financial statements as well as a series of assumptions and estimates related to future results that it believed to be reasonable at the time, including assumptions and estimates relating to revenue growth, gross margin percentages, selling, general and administrative expenses, capital expenditures and related depreciation and amortization, and other relevant factors relating to Singular’s long-range operating plan, as well as how certain of these assumptions and estimates may change over time. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Financial Projections prepared by Singular’s senior management.

In particular, the Financial Projections, while presented with numerical specificity, necessarily were based on numerous assumptions and estimates that are inherently uncertain. Because these Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. In addition, these Financial Projections would be affected by Singular’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which these Financial Projections were based necessarily involve subjective judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Singular’s control. These Financial Projections also reflect assumptions as to certain business decisions that are subject to change. As such, there can be no assurance that these Financial Projections will be realized or that actual results will not be significantly higher or lower than those forecasted. The inclusion of these Financial Projections in this Proxy Statement should not be regarded as an indication that Singular, the Company Board, Houlihan Lokey, any of their respective affiliates, or any other recipient of this information considered, or now considers, such projections to be a reliable prediction of future results or any actual future events, and this information should not be relied upon as such. The inclusion of these Financial Projections herein should not be deemed an admission or representation by Singular that they are viewed by Singular as material information of Singular, and in fact Singular views these Financial Projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Singular or any other person to any Singular stockholder regarding these Financial Projections or the ultimate performance of Singular compared to such information.

These Financial Projections did not give effect to any changes or expenses as a result of the Merger Agreement, the Merger or the Transactions or any other effects of such matters. These Financial Projections were prepared solely for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. No independent registered public accounting firm, has examined, compiled, nor performed any procedures with respect to such Financial Projections.

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The Financial Projections included in this document have been prepared by, and is the responsibility of, the Company’s management. The Company’s independent auditors, Ernst & Young LLP (“Ernst & Young”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Financial Projections and, accordingly, Ernst & Young does not express an opinion or any other form of assurance with respect thereto.

The Financial Projections are not being included in this document to influence the decision of Singular stockholder whether to vote in favor of adoption of the Merger Agreement, but rather because such projections, or portions of such projections, were provided to the Company Board, the Special Committee, and Houlihan Lokey. The information from the Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Singular contained in Singular’s public filings with the SEC.

All Financial Projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Singular’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the SEC. Please refer to discussion in this Proxy Statement captions “Forward-Looking Statements” on page 22.

As indicated above, Singular’s future financial results may materially differ from those expressed in these Financial Projections due to factors that are beyond management’s ability to control or predict. Singular cannot assure that any of these Financial Projections will be realized or that its future financial results will not materially vary from the Financial Projections. The Financial Projections do not take into account any circumstances or events occurring after the date they were prepared and have not been updated since their respective dates of preparation. They should not be utilized as public guidance and will not be provided in the ordinary course of Singular’s business in the future.

In light of the foregoing factors and the uncertainties inherent in Singular’s projections, Singular stockholders are cautioned not to place undue, if any, reliance on the Financial Projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

Singular’s management developed the final Financial Projections. Singular’s management and the Special Committee authorized and directed Houlihan Lokey to use and rely upon the Financial Projections for purposes of performing its financial analyses in connection with rendering its opinion to the Special Committee, as described in more detail above. The following is a summary of the Financial Projections presented to the Company Board, Special Committee and Houlihan Lokey:

($ in millions)

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BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF SINGULAR’S INTERNAL FINANCIAL PROJECTIONS, SINGULAR UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Certain Effects of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Singular, and Singular will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our Common Stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our Common Stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Treatment of the Shares

Common Stock

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, whereupon the holders of such shares will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration, subject to and in accordance with the terms and conditions of the Merger Agreement.

Preferred Stock and Rollover Shares

Prior to the Closing, Parent will enter into a Rollover Agreement with Deerfield Private Design Fund IV, the only holder of Company Preferred Stock. The Merger Agreement also permits Parent to enter into Rollover Agreements with additional holders of Singular Common Stock, Company RSUs or Company Options prior to the closing of the Merger prior to the Closing. The Company Preferred Stock is a non-voting class of convertible preferred stock. Provisions of the Certificate of Designation of Preferences, Rights and Limitations of the Company Preferred Stock prohibits a holder from converting Company Preferred Stock into Common Stock to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of common stock would be aggregated with that of such holder for purposes of Section 13(d) of Exchange Act, would exceed 4.9% of the total number of shares of Common Stock then outstanding.

The Company Shares contributed by any Rollover Stockholder in exchange for units in the Parent (the “Rollover Shares”) shall not be entitled to receive the Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreements. The Rollover Shares shall include all shares of Preferred Stock outstanding immediately prior to the Effective Time. As such, no Rollover Shares, including all shares of Preferred Stock, shall be entitled to receive Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreement.

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Treatment of Equity-Based Awards

Effective as of immediately prior to the Effective Time and as a result of the Merger:

Notwithstanding the foregoing, to the extent any Company employee who participates in the Company’s Executive Severance Plan is not a Designated Continuing Employee, the equity awards held by such individual as of the Effective Time will, subject to the terms of the Executive Severance Plan and any supplementary agreements between such individual and the Company, be treated in manner set forth in the Executive Severance Plan and any supplementary agreements between such individual and the Company.

Certain Effects on the Company if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not be entitled to, nor will they receive any Merger Consideration for their shares of Common Stock pursuant to the Merger Agreement. Instead, Singular will remain an independent public company, our Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including the risk that the Company may liquidate and risks related to the highly competitive industry in which Singular operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock. If the Merger is not completed, the Company Board will continue to evaluate and review Singular’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company Board will be offered or that Singular’s business, prospects or results of operation will not be adversely impacted.

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For more information, please see the section captioned “The Merger Agreement — Termination Fees.”

Interests of Singular’s Directors and Executive Officers in the Merger

When considering the recommendation of the Company Board that you vote to approve the Merger Proposal, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Company Board was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the stockholders approve the Merger Proposal.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

Equity Ownership

As of the Record Date, Singular’s directors and executive officers beneficially owned, in the aggregate, [●] shares of Common Stock (including all shares that such directors and executive officers could acquire within 60 days of the Record Date through the vesting of RSUs and the exercise of any stock options or other rights), representing approximately [●]% of the outstanding shares of Common Stock. For more information, see the section of this Proxy Statement captioned “Other Important Information Regarding the Company — Security Ownership of Certain Beneficial Owners and Management.”

Treatment of Singular Equity-Based Awards

The Merger Agreement provides that Singular’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the same treatment with respect to Company Options and Company RSUs at the Effective Time, which is described below. Unvested Stock Options and Other Unvested RSUs will generally be cancelled for no consideration, except for the Unvested Stock Options and Other Unvested RSUs held by Singular’s executive officers and certain other members of Singular’s executive leadership team which are afforded certain double trigger acceleration benefits under the Executive Severance Plan. These Unvested Stock Options and Other Unvested RSUs will continue to be subject to the same terms and conditions concerning forfeiture and double trigger acceleration after the Effective Time as applied to such Unvested Stock Options and Other Unvested RSUs prior to the Effective Time.

Treatment of Stock Options in the Merger

Each Vested Stock Option will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the excess, if any, of the

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Merger Consideration over the applicable exercise price of such option by (2) the number of Company Shares subject to such Vested Stock Option. Amounts payable in respect of Vested Stock Options will be paid as soon as practicable following the Effective Time of the Merger. The amount of cash each holder of Vested Stock Options is entitled to receive with respect to its Vested Stock Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Vested Stock Options held by such holder.

Each Unvested Stock Option will be cancelled and forfeited without consideration or payment.

Treatment of Restricted Stock Units in the Merger

Each Designated Continuing Employee RSU will be cancelled and converted into an Assumed RSU and settled in Parent Class B Units, on the same terms and conditions (except with respect to the employment terms applicable to the holders of Designated Continuing Employee RSUs with the Surviving Corporation), including applicable vesting requirements, as applicable to each such Designated Continuing Employee RSU immediately prior to the Effective Time, except that the number of Parent Class B Units underlying such Assumed RSU will be equal to 20.

Each Other Vested RSU that is outstanding as of the Effective Time will be cancelled and converted into the right to receive an amount in cash (without interest) (less all applicable deductions and withholdings required by law) equal to (1) the Merger Consideration multiplied by (2) the number of shares of Singular Common Stock subject to each such Other Vested RSU (less all applicable deductions and withholdings required by law). Amounts payable in respect of Other Vested RSUs will be paid as soon as practicable following the Effective Time of the Merger (or, to the extent required in order to avoid the holder becoming subject to any tax, penalty or interest under Section 409A of the Code, the earliest payment date provided for in the terms and conditions of the Other Vested RSU).

Each Other Unvested RSU that is outstanding as of the Effective Time will be cancelled without consideration or payment.

Director Equity Awards

Non-employee members of the Company Board receive equity awards in consideration of their service on the Company Board. All such awards will vest in full upon the Effective Time and will be cancelled and paid out as described above.

Potential Severance Payments and Benefits of our Named Executive Officers

Employment Arrangements

Singular adopted the Executive Severance Plan, pursuant to which each of our executive officers, as well as certain other designated key employees (each, a “Severance Plan Participant”), will be eligible to receive severance and other change in control-related benefits upon certain terminations of employment. These benefits for our named executive officers are described below. Our named executive officers include Andrew Spaventa, Eli Glezer, and Dalen Meeter. Andrew Spaventa is a Tier 1 (as defined in the Executive Severance Plan) Severance Plan Participant, and each of Eli Glezer and Dalen Meeter is a Tier 2 (as defined in the Executive Severance Plan) Severance Plan Participant.

Termination Not in Connection with a Change in Control. In the event of an involuntary termination that is not in connection with a change in control, Severance Plan Participants will be eligible to receive the following benefits, provided the officer signs a release of claims:

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Termination in Connection with a Change in Control. In the event of an involuntary termination that is within three months prior to or 12 months after a change in control, which includes the Merger, the Severance Plan Participants will be eligible to receive the following benefits, provided the Severance Plan Participant signs a release of claims:

A pro-rata portion of the Severance Plan Participant’s annual target bonus based on the number of days of employment completed in the year of termination.

A “change in control” for purposes of our Executive Severance Plan includes:

An “involuntary termination” for purposes of our Executive Severance Plan means either (i) a Severance Plan Participant’s termination without cause or (ii) a Severance Plan Participant’s resignation for good reason.

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“Cause” for purposes of our Executive Severance Plan means the Severance Plan Participant’s (i) participation in or commission of any act that would constitute a felony or crime involving fraud, dishonesty or moral turpitude, (ii) violation of any law or regulation applicable to our business that causes us material harm, (iii) material violation of any agreement with us or of any of our policies, or any statutory duty owed to us, (iv) gross misconduct or clear and material insubordination, (v) commission of, or attempted commission or, or participation in, fraud or an act of dishonesty against us, or (vi) any unauthorized act that results in material harm to us; provided, that the Severance Plan Participant must be given notice and 30 days to cure for conduct constituting cause under clauses (iv), (v) and (vi).

“Resignation for good reason” for purposes of our Executive Severance Plan means a Severance Plan Participant’s separation as a result of the Severance Plan Participant’s resignation from employment after one of the following conditions comes into existence without the Severance Plan Participant’s consent: (i) our material breach of any agreement with the Severance Plan Participant, (ii) a material reduction in the Severance Plan Participant’s duties, position or responsibilities, taken as a whole, (iii) a material reduction of the Severance Plan Participant’s base salary and/or target bonus (other than as part of a similar reduction for substantially all employees or senior officers), or (iv) relocation of the Severance Plan Participant’s office to a location more than 50 miles away and outside of the greater San Diego area; provided, that in order to constitute “good reason,” the Severance Plan Participant must provide us with notice of the condition within 60 days of its existence, we must fail to remedy it within 30 days thereafter, and the Severance Plan Participant must terminate employment within 30 days of our failure to remedy it.

The following table sets forth the potential amounts payable to Singular’s named executive officers upon an involuntary termination without cause in connection of a Change in Control, which includes the Merger, under the Executive Severance Plan, other than the value of accelerated Company Stock Options and Company RSUs, which are detailed below.

Equity Interests of Singular’s Named Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of Singular Common Stock and the number of shares of Singular Common Stock underlying vested and unvested equity awards beneficially owned by Singular’s named executive officers and non-employee directors and their respective affiliates are expected to be outstanding as of March 1, 2025. The table also sets forth the value of these shares of common stock and equity awards, determined as the number of shares of Common Stock multiplied by the $20.00 per share Merger Consideration

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(minus the applicable per share exercise price for any Company Options). No additional shares of Singular Common Stock or equity awards were or are expected to be granted to any named executive officer, director or their respective affiliates in contemplation of the Merger.

Vested & Unvested Company Options

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Indemnification and Insurance of Directors and Officers

Under the Merger Agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from the Surviving Corporation. For more information regarding such indemnification and insurance coverage, see the section of this Proxy Statement captioned “The Merger Agreement — Indemnification and Insurance.”

Executive Officers Following the Merger

As of the date of this Proxy Statement, none of the Parent Parties or any of their affiliates has agreed to enter into any new agreement or arrangement with any of our executive officers and none of our executive officers has agreed to enter into any new agreement or arrangement with Singular, the Parent Parties, or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. The Merger is not conditioned upon any Singular executive officer agreeing to remain with the Surviving Corporation or to purchase or participate in such equity. Following the date of this Proxy Statement and prior to and following the Closing, our directors and executive officers or their affiliates may have discussions with, and following the Closing or as otherwise approved by the Singular Board, may enter into agreements with, the Parent Parties, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Intent of Singular’s Directors and Executive Officers to Vote in Favor of the Merger

Our directors and named executive officers have informed us that, as of the date of this Proxy Statement, they intend to vote all of the Company Shares owned directly by them in favor of the approval of the Merger Proposal and the Adjournment Proposal, if necessary. As of [●], the most recent practicable date before this Proxy Statement was distributed to our stockholders, our directors and executive officers directly owned, in the aggregate, [●] shares of Common Stock entitled to vote at the Special Meeting, or collectively approximately [●]% of the total voting power entitled to vote at the Special Meeting. For purposes of clarity, the shares of Common Stock directly owned by the directors and executive officers shall be included in determining whether the Merger Agreement has been approved by a majority of the outstanding shares of Singular Common Stock entitled to vote thereon.

In connection with the execution and delivery of the Merger Agreement, the Company and certain of our executive officers and directors, including Andrew Spaventa, Eli Glezer, David Barker, Kim Kamdar, Dalen Meeter, and Michael Pellini, who beneficially owned, in his or her personal capacity, approximately [●]%, [●]%, [●]%, [●]%, [●]%, and [●]%, respectively, of the voting power of Singular Common Stock as of the Record Date, separately entered into Support Agreements, pursuant to which they have agreed to vote their shares in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the applicable Support Agreement. The form of Support Agreement is attached as Annex B of this Proxy Statement and are incorporated by reference in this proxy statement in their entirety. See the section of this Proxy Statement captioned “The Merger — Support Agreements.” For additional information on the beneficial ownership of our executive officers and directors, see the section of the accompanying Proxy Statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

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Merger Consideration

Upon the consummation of the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration (which is $20.00 per share, less any applicable withholding taxes).

Financing of the Merger

Parent presently anticipates that the total funds needed to complete the Merger and the Transactions will be approximately $50.0 million, which will be partially funded via the Debt Financing described below. This amount includes funds needed to pay (1) the Merger Consideration payable for all shares of Singular Common Stock (other than the Excluded Shares) in connection with the transactions contemplated by the Merger Agreement, (2) any other amounts required to be paid at the closing in connection with the consummation of the transactions contemplated by the Merger Agreement (including any and all payments with respect to Vested Stock Options or Other Vested RSUs payable under the Merger Agreement at Closing), and (3) all associated fees, costs and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement, in each case, to the extent required to be paid on the closing date. These payments are expected to be funded through a combination of (i) the Debt Financing contemplated by the Debt Commitment Letter, and (ii) Singular’s freely available cash. Parent and Merger Sub have represented to Singular in the Merger Agreement that, when taken together with Singular’s cash on hand, the aggregate proceeds from the Debt Financing are sufficient to pay the fees and expenses required to be paid at the closing of the Merger by them under the Merger Agreement.

Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the Debt Financing contemplated by the Debt Commitment Letter) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Debt Financing

Concurrently with the execution of the Merger Agreement, Parent delivered to the Company the Debt Commitment Letter, dated as of December 22, 2024, executed by Deerfield Private Design Fund IV and agreed to and accepted by Parent. Pursuant to the Debt Commitment Letter, Deerfield Private Design Fund IV has committed, subject to the terms and conditions contained therein, to provide an aggregate of $50,454,080 (the “Commitment”) in debt financing to Parent at the Closing of the Merger in connection with the funding of the Transaction, pursuant to a Loan Agreement to be entered into by and between Parent and Deerfield Private Design Fund IV or its affiliates (the “Loan”). The amount of the Loan may be reduced to the extent that Parent does not require all of the committed amounts under the Loan to pay the amount required to be paid by Parent at the Closing of the Merger by reason of Parent having obtained funds from other sources (including debt financing sources or any commitments to purchase securities of Parent).

Deerfield Private Design Fund IV’s obligations under the Debt Commitment Letter are subject to certain conditions, including (i) the execution of the Merger Agreement by the Company, (ii) the satisfaction in full or written waiver by Parent, of all conditions to Parent’s obligations to consummate the Merger pursuant to the Merger Agreement (other than those conditions which by their terms are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (iii) the substantially simultaneous closing of the transactions contemplated by the Rollover Agreements in accordance with the terms thereof, and (iv) the concurrent consummation of the Closing of the Merger in accordance with the terms of the Merger Agreement.

Deerfield Private Design Fund IV may assign all or a portion of its obligations to make the Loan to any of its affiliates without the prior consent of the Parent; provided that Deerfield Private Design Fund IV shall remain liable for the entire amount of the Commitment.

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The Debt Commitment Letter will terminate on the earliest to occur of: (a) Deerfield Private Design Fund IV or its affiliates funding the Loan in accordance with the terms of the Debt Commitment Letter, (b) the valid termination of the Merger Agreement in accordance with its terms, (c) the consummation of the Closing under the Merger Agreement, including the funding of Parent’s obligations thereof, (d) Singular or any of its affiliates directly asserting a claim against Deerfield Private Design Fund IV, as lender, or any of Deerfield’s affiliates in connection with the Debt Commitment Letter, the Merger Agreement or any of the transaction contemplated thereby (other than any claim by Singular seeking specific performance against (i) Parent under the Merger Agreement or (ii) Deerfield Private Design Fund IV under the Debt Commitment Letter) and (e) the Outside Date unless Singular made a claim under the Debt Commitment Letter to enforce the funding of the Loan pursuant to the terms of the Debt Commitment Letter. The Loan Agreement is an exhibit to the Debt Commitment Letter and has not yet been executed, however, the terms were substantially agreed upon. The currently proposed terms of the Loan Agreement provide, among other items, that the borrower may, at any time and from time to time, prepay the principal and accrued and unpaid interest thereunder.

As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event that the Debt Financing described herein is not available.

Limited Guarantee

In connection with the Merger Agreement, Parent and Merger Sub have delivered to Singular the duly executed limited guarantee of Deerfield Private Design Fund IV (the “Limited Guarantee”), pursuant to which Deerfield Private Design Fund IV has guaranteed to Singular the obligation to pay any monetary damages, enforcement costs and expense reimbursement obligations payable by Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to the Damages Cap (as defined below) and subject to the other terms and conditions of the Merger Agreement and Limited Guarantee.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that are relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Common Stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion is limited to holders who hold their shares of Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation), and also does not consider the application of the alternative minimum tax or the Medicare net investment income surtax. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS and no opinion of legal counsel has been requested regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Common Stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder (who is not a Rollover Stockholder) in exchange for its shares of Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Common Stock surrendered pursuant to

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the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the Effective Time. A reduced tax rate on capital gain may apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of Common Stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Common Stock.

A U.S. Holder may be subject to information reporting and backup withholding in connection with the Merger. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Common Stock that is not a U.S. Holder.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

In general, gain realized by a Non-U.S. Holder pursuant to the Merger will not be subject to U.S. federal income tax unless:

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Payments made to Non-U.S. Holders in the Merger may be subject to information reporting and backup withholding. Non-U.S. Holders generally can avoid backup withholding and information reporting by providing the paying agent with the applicable and properly executed IRS Form W-8 (or a substitute or successor form) certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may also be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Fees and Expenses

Whether or not the Merger is completed, in general, all fees and expenses incurred in connection with the Merger will be paid by the party incurring those fees and expenses.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Regulatory Approvals Required for the Merger

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we do not expect that any required regulatory clearances or approvals will be required, we cannot assure you that in the case and, if required, we cannot assure you that any such regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of any such regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Legal Proceedings Regarding the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Singular, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected timeframe.

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Appraisal Rights

If the Merger Agreement is adopted by Singular’s stockholders, holders and beneficial owners of Singular Common Stock that do not vote in favor of the Merger Proposal and who properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex D to this Proxy Statement and incorporated by reference herein. To the extent there are any inconsistencies between the foregoing summary and Section 262, the DGCL will govern. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. If you hold your shares of Singular Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee.

Under Section 262, holders and beneficial owners of shares of Singular Common Stock who do not vote in favor of the Merger Proposal, who continuously hold or own such shares through the Effective Time, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of Singular Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the Merger through the date of payment of the judgment. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and subject to the following sentence, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including and surcharge) as established from time to time during the period between the effective date and the day of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes Singular’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached as Annex D to this Proxy Statement. In connection with the Merger, any holder or beneficial owner of Singular Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex D carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A holder or beneficial owner of Singular Common Stock who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Singular Common Stock, Singular believes that if a holder or beneficial owner of Singular Common Stock is considering exercising such holder’ or beneficial owner’ appraisal rights, such holder or beneficial owner should seek the advice of legal counsel.

Holders and beneficial owners of Singular Common Stock wishing to exercise the right to seek an appraisal of their shares of Singular Common Stock must do ALL of the following:

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Filing Written Demand

Any holder or beneficial owner of shares of Singular Common Stock wishing to exercise appraisal rights must deliver to Singular, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of such holder’s or beneficial owners shares, and such holder or beneficial owner must not submit a blank proxy or vote in favor of the proposal to adopt the Merger Agreement. A holder or beneficial owner of shares of Singular Common Stock wishing to exercise appraisal rights must continuously hold or own the shares on the date the written demand for appraisal is made and must continue to hold or own the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will be, unless revoked, voted in favor of the proposal to adopt the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the Merger Agreement, or abstain from voting on the proposal to adopt the Merger Agreement. A stockholder who wishes to exercise appraisal rights may instead not vote its shares, and a beneficial owner who wishes to exercise appraisal rights may fail to provide instructions to such owner’s bank, broker or other nominee. However, neither voting (or providing voting instructions) against the proposal to adopt the Merger Agreement nor abstaining from voting or failing to vote (or provide voting instructions) on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the Merger Agreement. A proxy or vote against the proposal to adopt the Merger Agreement will not constitute a demand. The failure by a holder or beneficial owner of Singular Common Stock to make the written demand prior to the taking of the vote on the proposal to adopt the Merger Agreement at the Special Meeting of Singular stockholders will constitute a waiver of appraisal rights.

A demand for appraisal by a holder of record of shares of Singular Common Stock should be executed by or on behalf of such holder and must reasonably inform Singular of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner(s) and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner(s). A demand for appraisal by a beneficial owner must (i) reasonably identify the holder of record of the shares for which the demand is made, (ii) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be and (iii) provide an address at which the beneficial owner consents to receive notices given by the Surviving Corporation under Section 262 and to be included by the verified list required by Section 262.

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All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Singular Genomics Systems, Inc., 3010 Science Park Road, San Diego, CA 92121, Attention: Corporate Secretary, and must be delivered before the vote on the Merger Agreement is taken at the Special Meeting and should be executed by, or on behalf of, the record holder or beneficial owner of the shares of Singular Common Stock.

If a person who has made a demand for appraisal in accordance with Section 262 delivers to the Surviving corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares, either within 60 days after the effective date of the Merger or thereafter with the written approval of the Surviving Corporation, the right of the person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery will not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including, without limitation, a reservation of jurisdiction for any application to the Court made under Section 262(j); provided that a person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and to accept the consideration offered pursuant to the Merger Agreement within 60 days after the effective date of the Merger.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of Singular Common Stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any holder or beneficial owner of Singular Common Stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a holder or beneficial owner of Singular Common Stock, demanding a determination of the fair value of the shares held by all holders or beneficial owners of shares of Singular Common Stock entitled to appraisal. The Surviving Corporation is under no obligation to and has no present intention to file a petition, and holders and beneficial owners of Singular Common Stock should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of shares of Singular Common Stock. Accordingly, any holders or beneficial owners of Singular Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of Singular Common Stock within the time and in the manner prescribed in Section 262. The failure of a holder or beneficial owner of Singular Common Stock to file such a petition within the period specified in Section 262 could nullify the holder’s or beneficial owner’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder or beneficial owner of Singular Common Stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which Singular has received demands for appraisal and the aggregate number of holders or beneficial owners of such shares. For purposes of the aggregate number of holders or beneficial owners of such shares, in cases where a beneficial owner has made a demand in such beneficial owner’s own name, the record holder of such shares will not be considered a separate stockholder. The Surviving Corporation must mail this statement to the requesting stockholder or beneficial owner entitled to the statement within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

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If a petition for an appraisal is duly filed by a holder or beneficial owner of shares of Singular Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. At the hearing on the petition, the Court of Chancery shall determine the persons who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares and who hold stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. In addition, because shares of Singular Common Stock are and will be listed on a national securities exchange immediately before the effectiveness of the Merger, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Singular Common Stock, or (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million.

Determination of Fair Value

After the Delaware Court of Chancery determines which holders of Singular Common Stock are entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of Singular Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as provided in subsection (h) of Section 262, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Holders and beneficial owners of Singular Common Stock considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Singular believes that the Merger Consideration is fair, no representation is

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made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and holders and beneficial owners of Singular Common Stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Singular nor Parent anticipates offering more than the Merger Consideration to any holder or beneficial owner of Singular Common Stock exercising appraisal rights, and each of Singular and Parent reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the fair value of a share of Singular Common Stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right of holders and beneficial owners of Singular Common Stock to an appraisal of their shares will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection with the proceeding, the Delaware Court of Chancery may order all or a portion of such expenses (including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to appraisal not dismissed pursuant to Section 262(k) or subject to an award pursuant to a reservation of jurisdiction pursuant to Section 262(k).

If any holder or beneficial owner of Singular Common Stock who demands appraisal of his, her or its shares of Singular Common Stock under Section 262 fails to perfect, or loses, his, her or its appraisal rights, or successfully withdraws such demand for appraisal, the holder’s or beneficial owner’s shares of Singular Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration applicable to the shares, less applicable withholding taxes. A holder or beneficial owner of Singular Common Stock will fail to perfect, or lose, his, her or its appraisal rights, or effectively withdraw a demand for appraisal, if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares under Section 262 will be entitled to vote such shares for any purpose, or to receive payment of dividends or other distributions on such shares, except dividends or other distributions, if any, payable to stockholders of Singular of record as of a time prior to the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss by a holder or beneficial owner of Singular Common Stock of his, her or its statutory appraisal rights. Consequently, any holder of beneficial owner of Singular Common Stock wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Support Agreements

In connection with the execution and delivery of the Merger Agreement, the Company and certain of its executive officers and directors, including Andrew Spaventa, Eli Glezer, David Barker, Kim Kamdar, Dalen Meeter, and Michael Pellini, who beneficially owned, in his or her personal capacity, approximately [●]%, [●]%, [●]%, [●]%, [●]%, and [●]%, respectively, of the voting power of Singular Common Stock as of the Record Date, separately entered into Support Agreements, pursuant to which they have agreed to vote their shares in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, subject to and in accordance with the terms and conditions of the applicable Support Agreement. Each Support Agreement will automatically terminate upon (i) the Effective Time, (ii) the valid termination of the Merger Agreement, or (iii) the mutual written agreement of the Company and such stockholder party to such Support Agreement. For additional information on the beneficial ownership of our executive officers and directors, see the section of the accompanying Proxy Statement captioned “Security Ownership of Certain Beneficial Owners and Management.”

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The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Support Agreements. A copy of the form of Support Agreement is attached as Annex B to this Proxy Statement and is incorporated by reference in this Proxy Statement in its entirety.

Rollover Agreements

Following the execution of the Merger Agreement, Deerfield Private Design Fund IV will and any additional Rollover Stockholders may enter into Rollover Agreements, pursuant to which, the Rollover Stockholders would, among other things, agree to directly or indirectly, exchange certain of their respective Company Shares for equity interests in Parent, in each case on the terms and subject to the conditions of the Rollover Agreement to which it is a party.

The Rollover Shares shall not be entitled to receive the Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreements.

Prior to the Closing of the Merger, Parent will enter into a Rollover Agreement with Deerfield Private Design Fund IV, the only holder of Company Preferred Stock. As such, the Rollover Shares shall include all shares of Preferred Stock outstanding immediately prior to the Effective Time and no shares of Preferred Stock shall be entitled to receive Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreement.

Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the transactions contemplated by the Merger Agreement (as described under the section of this Proxy Statement captioned “The Merger Agreement — Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

Delisting and Deregistration of our Common Stock

If the Merger is completed, there will be no further market for the Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Company’s securities will be delisted from Nasdaq and deregistered under the Exchange Act.

Payment of Merger Consideration

At the Effective Time, each Company Share outstanding immediately prior to the Effective Time of the Merger (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration, in accordance with and subject to the terms and conditions set forth in the Merger Agreement, whereupon all such shares of Common Stock will cease to be outstanding and will cease to exist, and the holders of such shares of Common Stock will cease to have any rights with respect thereto, other than the right to receive the Merger Consideration.

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent (as defined below), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying Agent in accordance with the Merger Agreement, for the benefit of holders of (i) a certificate or

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certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (a “Certificate”) and (ii) each non-certificated share of Common Stock represented by book-entry and issued and outstanding immediately prior to the Effective Time (a “Book-Entry Share”), in each case, other than any Excluded Shares.

Promptly following the Effective Time, Parent will direct the Paying Agent to send to each holder of record (as of immediately prior to the Effective Time) of a Certificate or Book-Entry Share (representing shares of Singular Common Stock) in each case whose shares were converted into the right to receive the Merger Consideration, (i) a letter of transmittal (which specifies that delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates (or customary and effective affidavits of loss in lieu thereof) or Book-Entry Shares, as applicable, to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares of Common Stock to the Paying Agent and (ii) instructions for use in effecting the surrender of Certificates (or customary and effective affidavits of loss in lieu thereof) or Book-Entry Shares, as applicable, in exchange for the Merger Consideration payable with respect thereto, in such form as Parent and the Company may reasonably agree.

Upon the surrender of a Certificate (or delivery of a customary affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or by the Paying Agent, the holder of such Certificate or Book-Entry Share (other than Excluded Shares) will be entitled to receive in exchange therefor, the Merger Consideration pursuant to the provisions of the Merger Agreement, and the Certificates or Book-Entry Shares surrendered will forthwith be cancelled.

The Paying Agent will accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in accordance with normal and reasonable exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Book-Entry Shares. Until so surrendered, outstanding Certificates and Book-Entry Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration.

After the completion of the Merger, you will cease to have any rights as a stockholder of the Company, other than the right to receive the Merger Consideration, in each case, subject to and in accordance with the terms and conditions of the Merger Agreement.

None of the Surviving Corporation, Parent, Merger Sub or the Paying Agent will be liable to any holder of Company Shares for any amount of Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property law, escheat law or similar law. If any Certificate or Book-Entry Share has not been surrendered prior to the time that is the earlier of (i) two years after the Effective Time, and (ii) immediately prior to the time at which Merger Consideration in respect of such Certificate or Book-Entry Share would otherwise escheat to, or become, the property of any governmental entity, any such shares of Common Stock, cash, dividends or distributions in respect of such Certificate or Book-Entry Share will, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

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THE MERGER AGREEMENT

This section describes the material provisions of the Merger Agreement. The description in this summary section and elsewhere in this Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement. This section is not intended to provide you with any factual information about us. That information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information.” Capitalized terms used in this section but not defined in this Proxy Statement have the meanings ascribed to them in the Merger Agreement.

Explanatory Note Regarding the Merger Agreement

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Singular, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Singular in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Singular, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Singular, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Singular, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Singular, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Singular and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions, set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Singular, with Singular continuing as a wholly owned subsidiary of Parent following the Merger and (2) the separate corporate existence of Merger Sub will cease.

Effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their successors are duly elected and qualified, as the case may be. From and after the Effective Time, the

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officers of Singular prior to the Effective Time will be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be.

At the Effective Time, the certificate of incorporation of Singular as the Surviving Corporation will be amended to be identical to the certificate set forth in Exhibit A to the Merger Agreement until changed or amended in accordance with applicable law and the applicable provisions of such certificate, and the bylaws of the Surviving Corporation will be amended and restated to conform to the bylaws of Merger Sub.

Following the completion of the Merger, Singular Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act and will cease to be publicly traded.

Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the transactions contemplated by the Merger Agreement (described below under the caption “The Merger Agreement — Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the Closing of the Transactions contemplated by the Merger Agreement) or such other time agreed to in writing by Parent and Singular. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of Common Stock (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration (which is $20.00 per share, in cash, less any applicable withholding taxes).

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders that properly exercise their appraisal rights will have the right to receive a payment for the “fair value” (as defined pursuant to Section 262 of the DGCL) of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

Rollover Shares and Preferred Stock

Following the execution of the Merger Agreement, holders of Rollover Shares may enter into one or more Rollover Agreements, pursuant to which the Rollover Stockholders will, among other things, agree to directly or indirectly, exchange certain of their Rollover Shares for equity interests in Parent, in each case on the terms and subject to the conditions of the applicable Rollover Agreements. The Rollover Shares shall not be entitled to receive the Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreements.

Prior to the closing of the Merger, Parent will enter into a Rollover Agreement with Deerfield Private Design Fund IV, the only holder of Company Preferred Stock. As such, the Rollover Shares shall include all shares of Preferred Stock outstanding immediately prior to the Effective Time and no shares of Preferred Stock shall be entitled to receive Merger Consideration, and shall, immediately prior to the Closing, be contributed, directly or indirectly, to the Parent and exchanged for equity interests of the Parent pursuant to the terms of the applicable Rollover Agreement.

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Outstanding Equity Awards

The Merger Agreement provides that Singular’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Each Unvested Stock Option will be cancelled and forfeited without consideration or payment.

Each Other Vested RSU that is outstanding as of the Effective Time will be cancelled at the Effective Time and converted into the right to receive an amount in cash (without interest and less all applicable deductions and withholdings required by law) equal to (1) the Merger Consideration multiplied by (2) the number of shares of Singular Common Stock subject to each such Other Vested RSU.

Each Other Unvested RSU that is outstanding as of the Effective Time will be cancelled and forfeited without consideration or payment.

Notwithstanding the foregoing, to the extent any Company employee who participates in the Company’s Executive Severance Plan is not a Designated Continuing Employee, the equity awards held by such individual as of the Effective Time will, subject to the terms of the Executive Severance Plan and any supplementary agreements between such individual and the Company, be treated in manner set forth in the Executive Severance Plan and any supplementary agreements between such individual and the Company.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Singular, which institution we refer to as the “Paying Agent”, to make payments of the Merger Consideration to stockholders. Promptly after the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent cash constituting an amount equal to the aggregate Merger Consideration to stockholders (but not including any Merger Consideration in respect of any Dissenting Shares).

Promptly after the Effective Time, Parent will cause the Paying Agent to mail to each holder of record of Singular Common Stock (other than the Rollover Shares, Cancelled Shares, and Dissenting Shares) as of immediately prior to the Effective Time whose shares were converted into the right to receive Merger Consideration a letter of transmittal together with instructions. Upon receipt of (i) in the case of shares of Singular Common Stock (other than the Rollover Shares, Cancelled Shares, and Dissenting Shares) represented by a stock certificate, a surrendered certificate or certificates in respect of such shares together with the signed letter of transmittal or (ii) in the case of shares of Singular Common Stock (other than the Rollover Shares, Cancelled Shares, and Dissenting Shares) held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, and in each case, together with such other documents as may be reasonably required by the Paying Agent, the holder of such shares will be entitled to receive in exchange the Merger Consideration without interest. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

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If any cash deposited with the Paying Agent remains undistributed to holders of Singular Common Stock twelve (12) months after the Effective Time, such cash will be delivered to the Surviving Corporation or Parent upon demand, and any holder of Singular Common Stock who has not complied with the exchange procedures in the Merger Agreement will look only to the Surviving Corporation and Parent for payment of its claim for the Merger Consideration, without any interest.

If any stock certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting of the person of a bond, in a reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the stock certificate), the Paying Agent will, in exchange for the lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Singular, Parent and Merger Sub.

Singular

Certain of the representations and warranties in the Merger Agreement made by Singular are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any event, occurrence, condition, circumstance, development, state of facts, change, effect (each, an “Effect”), individually or when taken together with all other Effects, (a) that is materially adverse to, or has had or would reasonably be expected to have, a material adverse effect on the business, financial condition, operations or results of operations of Singular and its subsidiaries, taken as a whole or (b) would, or would reasonably be expected to prevent or materially delay the consummation of the Merger or prevent Singular from performing any of its material obligations under the Merger Agreement; provided, that solely with respect to (a) above, no Effects arising out of, relating to, or resulting from the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect:

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However, an Effect described in any of clauses (i)-(iii) and (vi) above may be taken into account to the extent Singular is materially disproportionately affected thereby relative to companies in substantially similar industries to those in which Singular operates.

In the Merger Agreement, Singular has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or attached confidential Disclosure Schedule (the “Disclosure Schedule”). These representations and warranties relate to, among other things:

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Parent and Merger Sub

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Singular that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except (w) as expressly contemplated or expressly permitted by the Merger Agreement or required by applicable laws (y) with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned) or (z) as set forth in the confidential disclosure letter, Singular shall, and shall cause each of its subsidiaries to use its commercially reasonable efforts to, (i) conduct its business in the ordinary course of business, and (ii) preserve business organizations and business relationships of Singular and each of its subsidiaries intact and to maintain existing relationships and goodwill with customers, suppliers and other persons with whom Singular or its subsidiaries has business relationships.

In addition, from the date of the Merger Agreement until the earlier of (1) the Effective Time and (2) termination of the Merger Agreement, except (w) as expressly contemplated or expressly required by the Merger Agreement, (x) as required by applicable law, (y) with the prior written approval of Parent (which shall not be unreasonably withheld, delayed or conditioned), or (z) as set forth in the confidential disclosure letter, Singular will not and will not cause any of its subsidiaries to, directly or indirectly:

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Acquisition Proposals

During the Non-Solicitation Period, Singular has agreed to, and shall cause each of its directors and officers to, and shall instruct and use its reasonable best efforts to cause its employees, agents (including technical and legal advisors, accountants, and investment bankers) and other advisors and representatives, whom, with directors and officers, we collectively refer to as “representatives,” to, among other things:

Notwithstanding these restrictions, if at any time following the date of the Merger Agreement and until the adoption of the Merger Agreement by Singular’s stockholders, in response to an unsolicited Acquisition Proposal that was not solicited in material breach of the foregoing restrictions, Singular may provide information to, and engage or participate in negotiations or discussions with, a person regarding an Acquisition Proposal if the Company Board

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(acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel and its financial advisor) that such proposal is, or could be reasonably expected to lead to, a Superior Proposal (as defined below) and not to do so would be inconsistent with the directors’ fiduciary duties under applicable law, provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person. Singular has agreed to promptly (and in any event within 24 hours) notify Parent if Singular commences furnishing non-public information or commences discussions or negotiations in accordance with the terms of the Merger Agreement.

For purposes of this Proxy Statement and the Merger Agreement:

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The Board of Directors’ Recommendation; Change in Recommendation

As described above, and subject to the provisions described below, the Company Board, acting upon the unanimous recommendation of the Special Committee, has made the recommendation that the holders of shares of Common Stock vote “FOR” the Merger Proposal. The Merger Agreement provides that the Company Board may not effect a Change in Recommendation (as defined below) except as described below.

Until the earlier of (A) the adoption of the Merger Agreement by Singular’s stockholders and (B) the valid termination of the Merger Agreement pursuant to its terms, the Company Board may not, by itself or through any of its committees, take any of the following actions (collectively referred to as a “Change in Recommendation”):

(i) withhold, withdraw, modify, amend or qualify or authorize or publicly propose to withdraw, modify, amend or qualify, in each case in any manner adverse to Parent or Merger Sub, the recommendation by the Company Board that Singular’s stockholders vote to adopt the Merger Agreement and approve the Transactions, including the Merger, at any meeting of the stockholders for such purpose and any adjournment or postponement thereof (the “Company Board Recommendation”);

(ii) make any recommendation in support or any tender offer or exchange offer for Singular Common Stock, or fail to recommend against acceptance of any tender offer or exchange offer for Singular’s Common Stock within five business days of the commencement of such offer;

(iii) fail to reconfirm the Company Board Recommendation within five business days after the commencement of a tender offer or exchange offer or public announcement of an Acquisition Proposal after written request from Parent to do so;

(iv) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Acquisition Proposal;

(v) fail to include the Company Board Recommendation in this Proxy Statement; or

(vi) authorize, cause, permit, adopt or recommend, or publicly propose to authorize, cause, permit, adopt or recommend, or allow Singular or any of its subsidiaries to execute or enter into, any Acquisition Agreement.

Prior to the adoption of the Merger Agreement by Singular’s stockholders and notwithstanding the restrictions described above in “The Merger Agreement — Acquisition Proposals,” the Company Board (acting on the recommendation of the Special Committee) or the Special Committee is permitted under certain circumstances and subject to Singular’s compliance with certain obligations (as summarized below), to (i) make a Change in Recommendation, and (ii) cause Singular to terminate the Merger Agreement and enter into a definitive written agreement providing for a Superior Proposal.

The Company Board (acting on the recommendation of the Special Committee) or the Special Committee is permitted to (i) make a Change in Recommendation in the case of a Superior Proposal, or (ii) cause Singular to

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terminate the Merger Agreement to simultaneously enter into an Acquisition Agreement for such Superior Proposal provided that such Superior Proposal did not result from a material breach of the Non-Solicitation Period restrictions, and if, in each case, the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal advisors) (1) the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, (2) that such Acquisition Proposal constitutes a Superior Proposal, and (3) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Company Board may not make a Change in Recommendation or terminate the Merger Agreement in the case of a Superior Proposal unless (x) Singular shall have provided prior written notice to Parent at least four business days in advance of its intention to take such action, including the terms and conditions of and the basis for such action, and the identity of the person making such Superior Proposal and a copy of the Superior Proposal and any proposed Acquisition Agreements, including any change or modification to any Acquisition Proposal (or if not provided in writing to Singular, a written summary of the terms thereof) and a summary of any related financing commitments in the Company’s possession (a “Notice of Designated Superior Proposal”), and (y) prior to effecting such Change in Recommendation or termination of the Merger Agreement, Singular shall, and shall cause its representatives to, during such four business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary and such Superior Proposal no longer constitutes a Superior Proposal (and in the event of any material change to any of the financial terms (including the form, amount and timing of payment of consideration) of such Superior Proposal that is adverse to the stockholders of Singular, Singular shall, in each case, deliver to Parent an additional notice consistent with that described in the definition of a Notice of Designated Superior Proposal and a renewed negotiation period under this clause shall commence (except that the four business day period shall instead be equal to two business days following each such revised notice)) and (z) following the end of such four business day period (or subsequent period if extended pursuant to clause (y)), the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel), and giving due consideration to the revisions to the terms of the Merger Agreement to which Parent has committed in writing, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal (assuming the revisions committed to by Parent in writing were to be given effect); provided that Singular shall not be entitled to terminate the Merger Agreement, and any purported termination shall be void and of no force or effect and Singular may not enter into any Acquisition Agreement, unless substantially concurrently with such termination Singular pays by wire transfer of immediately available funds the Company Termination Fee.

The Company Board (acting on the recommendation of the Special Committee) or the Special Committee is permitted to make a Change in Recommendation in the event of an Intervening Event if the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel) (i) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (ii) the Board or the Special Committee has complied with the procedure and its obligations as summarized in the following paragraph.

The Company Board (acting on the recommendation of the Special Committee) or the Special Committee may not make a Change in Recommendation in response to an Intervening Event unless (x) Singular shall have provided prior written notice to Parent at least four business days in advance of its intention to take such action including specifying in reasonable detail the Intervening Event and the potential reasons that the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee is proposing to effect a Change in Recommendation, (y) prior to effecting such Change in Recommendation, Singular shall, and shall cause its representatives to, during such four business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary (and in the event of any material change to the circumstances related to the Intervening Event that is adverse to the stockholders of Singular, Singular shall, in each case, deliver to Parent an additional notice consistent with that described in clause (x) and

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a renewed negotiation period under this clause shall commence (except that the four business day period shall instead be equal to two business days following each such revised notice) and (z) following the end of such four business day period (or subsequent period if extended pursuant to clause (y)), the Company Board (acting on the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel), and giving due consideration to the revisions to the terms of the Merger Agreement to which Parent has committed in writing, that the failure to make a Change in Recommendation is reasonably likely to be inconsistent with the Company’s directors’ fiduciary duties under applicable law; provided, that neither the Company Board nor the Special Committee shall be permitted to effect a Change in Recommendation set forth above with respect to or in connection with any Acquisition Proposal (which shall be covered by the provisions set forth above regarding a Superior Proposal).

Notwithstanding the restrictions described above, the Merger Agreement does not prohibit Singular, the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee from (i) making any disclosure to Singular’s stockholders if the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines in good faith (after consultation with its outside legal counsel) that failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law, or (ii) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act or under Item 1012(a) of Regulation M-A promulgated under the Exchange Act (including making any “stop-look-and-listen” communication to the stockholders); provided, that this exception shall not permit the Company Board or the Special Committee to effect a Change in Recommendation except to the extent explicitly permitted pursuant to the terms of the Merger Agreement, as described above.

Stockholders Meeting

As promptly as reasonably practicable after the SEC advises Singular that it has no further comments on this Proxy Statement or that the Company may commence mailing (if applicable) this Proxy Statement, Singular, acting through the Company Board or any committee thereof, and in accordance with applicable law, the Company’s organizational documents and the rules and regulations of Nasdaq, has agreed to duly call, give notice of, convene and hold a stockholders meeting (the “Stockholders Meeting”) as promptly as reasonably practicable (and in no event later than 30 days) following the date of the first mailing of the definitive this Proxy Statement to Singular’s stockholders, for the purposes of obtaining the approval of the adoption of the Merger Agreement by the Requisite Company Vote and to cause such vote to be taken, and agreed not to postpone or adjourn such meeting unless, (A) if, as of the time for which the Stockholders Meeting is scheduled (the “Original Meeting Date”), (1) Singular has not received proxies representing the Requisite Company Vote, whether or not a quorum is present or (2) it is necessary to ensure that any supplement or amendment to the Proxy Statement that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required to be delivered and in each case, if Parent so requests or Singular so elects, Singular shall postpone or adjourn, or make one or more successive postponements or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed or adjourned more than ten business days in connection with any one postponement or adjournment or more than an aggregate of 45 days from the Original Meeting Date in reliance on this clause (A), (B) if in the good faith judgment of the Company Board (acting upon the recommendation of the Special Committee after consultation with its outside legal advisors) failure to adjourn, delay or postpone the Stockholders Meeting would be inconsistent with the fiduciary duties of the Company Board (or the Special Committee) under applicable law, or (C) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Further, as promptly as practicable after the date of the Merger Agreement, the Company shall, in consultation with Parent, conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act and take all action necessary to establish a record date for the Stockholders Meeting.

Once Singular has established a record date for the Stockholders Meeting, Singular will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of

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Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise required by applicable law. Singular agrees that, unless the Merger Agreement is terminated in accordance with its applicable terms, its obligations to hold the Stockholders Meeting pursuant will not be affected in any manner, including in connection with (i) the making of a Change in Recommendation by the Company Board or the Special Committee or (ii) the commencement of or announcement or disclosure of or communication to Singular of any Acquisition Proposal.

Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Merger Proposal and Adjournment Proposal will be the only matters which Singular shall propose to be acted on by its stockholders at the Stockholders Meeting.

Financing Efforts

Parent and Merger Sub have represented to Singular that:

Efforts to Close the Merger

Parent and Singular have agreed to use their respective reasonable best efforts to effect the transactions contemplated by the Merger Agreement. In particular, the Merger Agreement contains certain other additional agreements among Singular, Parent and Merger Sub relating to, among other things:

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Indemnification and Insurance

During the period commencing at the Effective Time and ending on the sixth anniversary of the date of the Effective Time, Parent shall cause the Surviving Corporation to, indemnify defend and hold harmless, to the fullest extent under applicable law, each Indemnified Person (as defined below) against any costs or expenses (including reasonable and documented attorneys’ fees and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any pending or threatened action, suit or proceeding (whether arising before or after the Effective Time) arising out of or related to the fact that such person is or was an Indemnified Person and pertaining to actions or omissions taken at or prior to the Effective Time. For any such pending or threatened action, suit or proceeding, Parent shall cause the Surviving Corporation, to advance expenses (including attorneys’ fees) of each Indemnified Person as incurred in respect of the foregoing to the fullest extent permitted by applicable law; provided, however, that, to the extent required by applicable law, the payment of any such expenses in advance of the final disposition of such action, suit or proceeding shall be made only upon delivery to the Surviving Corporation of an undertaking by or on behalf of such Indemnified Person to repay all amounts so paid in advance if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified.

From and after the Effective Time until the sixth anniversary of the date of the Effective Time, Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Singular to indemnify, advance expenses, defend, hold harmless, or exculpate any or advance of expense or similar agreement by Singular or any of its subsidiaries in favor of any Indemnified Person (as defined below) (the “Indemnification Agreements”) and any indemnification, exculpation or advancement of expenses provisions under the Certificate of Incorporation or Bylaws (or comparable organizational documents), in each case as in effect as of the date of the Merger Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable Law.

Prior to the Effective Time, Singular shall, and for six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to, provide officers’ and directors’ liability, fiduciary liability and similar insurance (collectively, “D&O Insurance”) in respect of acts or omissions occurring prior to the Effective Time covering each person who is or was prior to the Effective Time an officer or director of Singular or its subsidiaries and each person who is now or was prior to the Effective Time an officer or director of Singular or its subsidiaries who served as a fiduciary under or with respect to any employee benefit plan of Singular or its subsidiaries (each, an “Indemnified Person”) covered as of the date of the Merger Agreement by Singular’s D&O Insurance policies on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement; provided, that, the Surviving Corporation shall not be obligated to pay annual premiums in the aggregate in excess of 300% of the amount per annum Singular paid in its last full fiscal year (provided, that if the annual premium of such insurance coverage exceeds such amount, the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount). Notwithstanding the foregoing, at any time the Surviving Corporation may, and prior to the time the adoption of

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the Merger Agreement by Singular’s stockholders, Singular may purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time, and upon the purchase of such insurance Parent’s and the Surviving Corporation’s obligations shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to the foregoing; provided, that Singular may not purchase a “tail” directors’ and officers’ liability insurance policy with annual premiums in the aggregate in excess of 300% of the amount per annum Singular paid in its last full fiscal year for D&O Insurance.

The rights of each Indemnified Person set forth above shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person and his or her heirs, successors and assigns, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to law, contract or otherwise. The obligations of Parent and the Surviving Corporation shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom the foregoing provisions apply without the consent of such affected Indemnified Person.

If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, including pursuant to a division transaction, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation (including any surviving, continuing or resulting entities), as the case may be, shall assume the obligations set forth above.

Conditions to the Closing of the Merger

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Singular and Parent of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Parent of each of the following additional conditions:

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