Singular Genomics Shareholders Approve Merger Agreement

SAN DIEGO, CA – Singular Genomics Systems , Inc. (NASDAQ:OMIC), a leading company in the laboratory analytical instruments sector with a current market capitalization of $50.61 million, announced today that its shareholders have voted to approve a merger agreement, which will result in the company becoming a wholly owned subsidiary of Singular Genomics Parent, LLC. According to InvestingPro data, the company holds more cash than debt on its balance sheet, though it has been quickly burning through its cash reserves.

During a special meeting held on Tuesday, the shareholders of Singular Genomics Systems cast their votes on two key proposals. The first proposal was to adopt the Agreement and Plan of Merger with Singular Genomics Parent, LLC, and Saturn Merger Sub, Inc., dated December 22, 2024. The merger received overwhelming support, with 2,023,327 votes for, 3,933 against, and 1,045 abstentions. This development comes as the company maintains a strong liquidity position with a current ratio of 7.37, indicating its ability to meet short-term obligations.

The second proposal, which would have allowed the meeting to be adjourned to solicit additional proxies in case there were insufficient votes to adopt the merger, was also approved by the stockholders. However, this measure was ultimately unnecessary as the merger proposal passed without the need for additional solicitation.

The voting results reflected a strong consensus among the stockholders, with approximately 80.0% of the outstanding shares entitled to vote being present or represented by proxy at the meeting, thereby constituting a quorum.

This corporate action follows the definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 15, 2025, which was first mailed to stockholders around January 14, 2025. The record date for determining stockholders entitled to vote was set as January 10, 2025.

The approval of the merger signifies a significant step in Singular Genomics Systems’ corporate evolution and the transaction is subject to customary closing conditions.

The company, headquartered at 3010 Science Park Road, San Diego, California, has been a recognized name in the field of laboratory analytical instruments, under the industrial classification code 3826. While financial details of the merger were not disclosed in the SEC filing, InvestingPro analysis shows the stock has delivered an impressive 201% return over the past six months, despite challenging market conditions. Discover more valuable insights about OMIC and access comprehensive analysis of 1,400+ US stocks through InvestingPro’s detailed research reports.

This event marks a pivotal moment for Singular Genomics Systems as it embarks on a new chapter in its corporate history. The information is based on a press release statement and the company’s SEC filing.

In other recent news, Singular Genomics Systems, Inc. has amended its proxy statement following lawsuits by stockholders alleging omissions of material information regarding its upcoming merger with Saturn Merger Sub, Inc. The company has scheduled a special stockholder meeting to vote on the merger for February 19, 2025. Singular Genomics has agreed to pay TD Securities a $2 million transaction fee upon the merger’s completion, along with covering certain expenses and providing indemnification against potential losses related to TD Securities’ engagement. No superior proposals have been received since the merger announcement. The company has clarified that financial projections did not account for potential dilution from future capital raises and assumed the utilization of net operating losses and R&D tax credits. In response to the lawsuits, Singular Genomics has made additional disclosures concerning non-disclosure agreements and financial advisory independence. The company maintains that the claims are without merit but has issued these disclosures to avoid potential expenses. Stockholders are encouraged to read the updated proxy materials and other relevant documents before voting on the merger.

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