SEC Form POS AM filed by Singular Genomics Systems Inc.
As filed with the Securities and Exchange Commission on February 21, 2025
Registration No. 333-266221
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO:
FORM S-3
REGISTRATION NO. 333-266221
UNDER
THE SECURITIES ACT OF 1933
Singular Genomics Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 81-2948451 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
3010 Science Park Road
San Diego, CA 92121
(858) 333-7830
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Andrew Spaventa
Chief Executive Officer
and Chairperson of the Board
Singular Genomics Systems, Inc.
3010 Science Park Road
San Diego, CA 92121
(858) 333-7830
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ryan J. Gunderson Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 3570 Carmel Mountain Road, Suite 200 San Diego, CA 92130 (858) 436-8000 |
Dalen Meeter Chief Financial Officer Singular Genomics Systems, Inc. 3010 Science Park Road San Diego, CA 92121 (858) 333-7830 |
Approximate date of commencement of proposed sale to the public: Not applicable.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities Exchange Commission (the “SEC”) by Singular Genomics Systems, Inc., (the “Company”):
| • | Registration Statement on Form S-3 (File No. 333-266221), filed with the SEC on July 19, 2022. |
On December 22, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Singular Genomics Parent, LLC, a Delaware limited liability company (“Parent”), and Saturn Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on February 21, 2025, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).
As a result of entering into the Merger Agreement and satisfaction of the closing conditions thereunder, immediately prior to the closing of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to deregister any and all securities that remain unsold under the Registration Statement as of the date hereof. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on February 21, 2025.
| SINGULAR GENOMICS SYSTEMS, INC. | ||
| By: | /s/ Andrew Spaventa | |
| Name: Andrew Spaventa | ||
| Title: Chief Executive Officer | ||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.