CM Life Sciences Announces Filing of Amended Annual Report on Form 10-K Relating to Restatement of Financial Statements in Accordance with Recent SEC Guidance
CM Life Sciences and merger partner Sema4 remain committed to closing transaction as soon as practicable and expect to file proxy statement in next several days
CM Life Sciences, Inc. (NASDAQ:CMLF) today announced that it has filed with the Securities and Exchange Commission (SEC) an amended annual report on Form 10-K/A and a Form 8-K reporting the restatement of certain of its previously issued financial statements. The restatement was following a statement issued on April 12, 2021 by the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the SEC relating to reporting considerations for warrants issued by special purpose acquisition companies like CM Life Sciences. After reviewing that SEC statement with its independent auditors, CM Life Sciences determined it was appropriate to treat its warrants for accounting purposes as derivative liabilities as compared to its historical treatment of the warrants as a component of equity. In light of such restatement, CM Life Sciences, after consultation with its independent auditors, concluded that the prior audited financial statements referenced in its annual report on Form 10-K should no longer be relied upon.
CM Life Sciences has entered into a business combination agreement with Sema4, a patient-centered health intelligence company. Both parties remain committed to completing the business combination as quickly as practicable. CM Life Sciences expects to file its preliminary proxy statement related to the combination with the SEC in the next several days, which proxy statement will describe the proposed transaction in detail.
About CM Life Sciences
CM Life Sciences was founded to take advantage of a dynamic life science sector buoyed by innovation yet fragmented, where many companies are under-resourced and under-scaled. Significant and under-appreciated opportunities for consolidation are ready for engagement by a team versed in the trends and themes, and who can bring together the strongest of the new companies and management teams to capitalize on near- and far-term opportunities. For more information, please visit https://cmlifesciencesspac.com/
About Sema4
Sema4 is a patient-centered health intelligence company founded on the idea that more information, deeper analysis, and increased engagement will improve the diagnosis, treatment, and prevention of disease. Sema4 is dedicated to transforming healthcare by building dynamic models of human health and defining optimal, individualized health trajectories, starting in the areas of reproductive health and oncology. Centrellis™, Sema4's innovative health intelligence platform, is enabling Sema4 to generate a more complete understanding of disease and wellness and to provide science-driven solutions to the most pressing medical needs. Sema4 believes that patients should be treated as partners, and that data should be shared for the benefit of all.
For more information, please visit sema4.com and connect with Sema4 on Twitter , LinkedIn, Facebook and YouTube.
Cautionary Statement Regarding Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Sema4 and CM Life Sciences, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction, the anticipated timing of the filing of CM Life Sciences' proxy statement for the transaction, expansion plans, projected future results and market opportunities of Sema4. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CM Life Sciences' securities, (ii) the risk that the transaction may not be completed by CM Life Sciences' business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by CM Life Sciences, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the shareholders of CM Life Sciences, the satisfaction of the minimum trust account amount following redemptions by CM Life Sciences' public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third-party valuation in determining whether or not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Sema4's business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Sema4 and potential difficulties in Sema4 employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Sema4 or against CM Life Sciences related to the merger agreement or the transaction, (x) the ability to maintain the listing of CM Life Sciences' securities on a national securities exchange, (xi) the price of CM Life Sciences' securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which CM Life Sciences plans to operate or Sema4 operates, variations in operating performance across competitors, changes in laws and regulations affecting CM Life Sciences' or Sema4's business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry and (xiv) the size and growth of the market in which Sema4 operates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of CM Life Sciences' annual report on Form 10-K, as amended, the proxy statement discussed above and other documents filed by CM Life Sciences from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Sema4 and CM Life Sciences assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Sema4 nor CM Life Sciences gives any assurance that either Sema4 or CM Life Sciences or the combined company will achieve its expectations.
Additional Information and Where to Find It / Non-Solicitation
In connection with the proposed transaction, CM Life Sciences intends to file a proxy statement with the SEC. The proxy statement will be sent to the stockholders of CM Life Sciences. CM Life Sciences also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of CM Life Sciences are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by CM Life Sciences through the website maintained by the SEC at www.sec.gov.
The documents filed by CM Life Sciences with the SEC also may be obtained free of charge at CM Life Sciences' website at https://cmlifesciencesspac.com/ or upon written request to CM Life Sciences, c/o Corvex Management, 667 Madison Ave, New York, NY 10065.
Participants in Solicitation
CM Life Sciences and Sema4 and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CM Life Sciences' shareholders in connection with the proposed transaction. Information about CM Life Sciences' directors and executive officers and their ownership of CM Life Sciences' securities is set forth in CM Life Sciences' filings with the SEC. To the extent that holdings of CM Life Sciences' securities have changed since the amounts printed in CM Life Sciences' registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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