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Singular Genomics Systems, Inc. (market cap: $50.32M), a company specializing in laboratory analytical instruments, has voluntarily amended its proxy statement following two lawsuits alleging omissions of material information. These lawsuits were filed by Singular stockholders in the Supreme Court of the State of New York. According to InvestingPro data, the company's stock has shown remarkable momentum with a 179.35% return over the past six months, despite ongoing corporate challenges. The complaints claim that the proxy statement related to Singular's upcoming merger with Saturn Merger Sub, Inc., a subsidiary of Deerfield Private Design Fund IV, L.P., was misleading.
The special meeting of Singular stockholders to vote on the merger is scheduled for February 19, 2025, just days before the company's next earnings release on February 28. Singular has agreed to pay TD Securities a $2 million transaction fee upon the merger's completion, in addition to reimbursing certain expenses and providing indemnification against potential losses related to TD Securities' engagement. InvestingPro analysis indicates the company maintains a strong liquidity position with a current ratio of 7.37, though it faces operational challenges with an EBITDA of -$87.09M.
Singular has not received any superior proposals since the announcement of the merger agreement. The company has also clarified that the financial projections provided to the board and special committee did not account for potential dilution from future capital raises and assumed the utilization of federal and state net operating losses and R&D tax credits.
In response to the lawsuits, Singular has provided additional disclosures regarding its non-disclosure agreements, financial advisory independence, and the non-materiality of its net operating losses (NOLs) in relation to the merger. Singular maintains that the claims are without merit but has made these supplemental disclosures to avoid nuisance and potential expense.
The company has urged its stockholders to read the updated proxy materials and other relevant documents filed with the SEC carefully before making any voting decisions regarding the merger. Singular's directors and executive officers may be deemed participants in the solicitation of proxies in connection with the merger. For investors seeking deeper insights, InvestingPro offers comprehensive analysis through its Pro Research Report, which includes detailed financial health metrics, valuation analysis, and expert insights on Singular Genomics' current position and future prospects.
This news is based on a press release statement and does not include any speculative or subjective assessment.
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