Item 2.02 Results of Operations and Financial Conidtion.
On March 28, 2023, SomaLogic, Inc. issued a press release announcing results for
the fourth quarter ended December 31, 2022. A copy of the press release is
furnished with this report as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Transition
Effective as of 5:00 p.m. ET on March 28, 2023 (the "Effective Time"),
SomaLogic, Inc. (the "Company") appointed Adam Taich as its Interim Chief
Executive Officer. Mr. Taich, age 48, joined the Company in November 2021 and
has served as its Executive Vice President of Life Sciences, heading the
Company's Life Sciences business since April 2022. Prior to that, Mr. Taich
spent 19 years at ThermoFisher Scientific, a global supplier of scientific
instrumentation, reagents, and software services, in various roles with
increasing responsibilities, including as VP & General Manager - Molecular
Biology, from 2020 to 2021, Vice President - Strategy and Business Development,
from 2018 to 2020, VP & General Manager - Protein and Cell Analysis, from 2016
to 2018, VP & General Manager - Global Services and Support, from 2013 to 2016,
and in various other roles from 2004 to 2013. In connection with Mr. Taich's
appointment as Interim CEO, Troy Cox will step down as Executive Chair but will
continue to serve as a member of the Company's Board of Directors (the "Board").
In connection with his appointment as Interim Chief Executive Officer, the
Company provided Mr. Taich with an employment letter, pursuant to which Mr.
Taich will be paid an annual base salary of $600,000. Mr. Taich will also be
eligible for (i) a target annual bonus of 100% of his base salary, (ii)
a one-time equity grant with an expected grant date notional value of $209,000
in the form of 95,000 stock options under the Company's 2021 Omnibus Incentive
Plan, with the shares underlying the option vesting 25% one year after the grant
date and the remaining shares vesting in equal monthly installments thereafter ,
and (iii) participation in the Company's Key Employee Severance Plan as a Tier 1
participant. Additionally, Mr. Taich is eligible to participate in the Company's
executive benefits program, including insurance benefits and the Company's
401(k) and retirement plans. The foregoing summary of Mr. Taich's employment
letter does not purport to be complete and is qualified in its entirety by the
full text of the agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and which is incorporated herein by reference.
On March 28, 2023, the Company and Dr. Roy Smythe, the Company's Chief Executive
Officer and a member of the Board, announced that Dr. Smythe will be resigning
as the Company's Chief Executive Officer and as a member of the Board, effective
as of the Effective Time, to pursue other opportunities. In connection with his
departure, Dr. Smythe will be eligible for the benefits available under the
Company's Key Employee Severance Plan (the "Plan") contemplated in the case of a
"Qualifying Termination" for a Tier 1 participant under the Plan. Additionally,
the Company and Dr. Smythe entered into a Separation Agreement and General
Release (the "Separation Agreement"), which provides for, among other things,
the following: (i) the Company has agreed that a "Change of Control Termination"
under the Plan may occur "six months prior to, or twelve (12) months after" a
"Termination Without Cause" or a resignation for "Good Reason" (as each is
defined in the Plan); (ii) in the event of a "Qualifying Termination" that does
not constitute a "Change in Control Termination" under the Plan, the Company
will extend the exercise period for his vested options as of his departure date
through the two-year anniversary thereof; and (iii) in the event that the
Company undergoes a "Change in Control" (as defined in the Plan) within the six
months following his departure date, the Company has agreed to (a) the payment
of an additional six (6) months of base salary; (b) the payment of Dr. Smythe's
full incentive bonus as contemplated in Section 4(a) of the Plan; (c) an
extension of Dr. Smythe's "COBRA Payment Period" (as defined in the Plan) for an
additional six (6) months; and (d) the acceleration of all of Dr. Smythe's
outstanding and unvested compensatory equity awards subject to service-based
vesting in accordance with Section 4(c)(i) of the Plan. In addition, Dr. Smythe
has agreed to certain ongoing obligations and to provide certain releases and
waivers as contained in the Separation Agreement. Dr. Smythe will not be
entitled to any severance or any other arrangement following his separation
except as provided in the Plan and his Separation Agreement The Company's
management team and the Board of Directors would like to extend their thanks
to Dr. Smythe for his years of service to the Company.
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Board Transitions
Effective as of the Effective Time, the Company appointed Jason Ryan, Tom Carey,
Kathy Hibbs, and Tycho Peterson to serve as members of the Board. The Board has
not determined the committees to which the new members will be appointed. All of
the new members will participate in the same compensation plans as the other
non-employee members of the Board, as presently described under "Non-Employee
Director Compensation" in the Company's proxy statement dated April 25, 2022 for
its 2022 annual meeting of stockholders.
Mr. Ryan will serve as Chairman of the Board. He will also serve as a Class I
director and stand for re-election at the 2025 annual meeting of stockholders.
Mr. Ryan has decades of experience as a financial and operational leader across
the life sciences industry and most recently served as Chief Financial Officer
and Chief Operating Officer of Magenta Therapeutics. Mr. Carey will serve as a
Class III director and stand for re-election at the Company's 2024 annual
meeting of stockholders. Mr. Carey has over twenty-five years of experience in
executive search and consulting within the life sciences sector and most
recently served as founder and managing partner of the Perspective Group, a
boutique life sciences board and executive search firm. Ms. Hibbs will serve as
a Class II director and stand for re-election at the Company's 2023 annual
meeting of stockholders. Ms. Hibbs has more than 20 years of experience in the
clinical laboratory and medical device industries and currently serves as the
Chief Administrative Officer for 23andMe. Mr. Peterson will also serve as a
Class II director and stand for re-election at Company's the 2023 annual meeting
of stockholders. Mr. Peterson was appointed Chief Financial Officer of Adaptive
Biotechnologies last year and prior to that held a 23-year tenure with J.P.
Morgan Chase & Co., where he served as Managing Director, life science tools and
diagnostics in the health care group.
Effective March 27, 2023, Charles M. Lillis informed the Company of his
retirement from the Board of Directors, effective immediately. The decision by
Dr. Lillis to retire was due to and not due to any disagreement with the Company
on any matter relating to the Company's operations, policies, or practices. The
Company's management team and the Board of Directors would like to extend their
thanks to Dr. Lillis for his service to the Board. Also effective March 27,
2023, Ted Meisel informed the Company of his retirement from the Board of
Directors, effective immediately. The decision by Mr. Meisel to retire was due
to and not due to any disagreement with the Company on any matter relating to
the Company's operations, policies, or practices. The Company's management team
and the Board of Directors would like to extend their thanks to Mr. Meisel for
his service to the Board.
Item 7.01 Regulation FD Disclosure.
On March 28, 2023, the Company issued a press release announcing, in addition to
its results for the fourth quarter ended December 31, 2022, the changes to its
management team and Board of Directors. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished in Items 2.02, 7.01 and 9.01 to this Form 8-K,
including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Exhibit Description
10.1 Employment Letter, dated March 24, 2023, between SomaLogic, Inc. and
Adam Taich
99.1 Press release dated March 28, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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