Singular Genomics Systems Faces Litigation Related to Merger Agreement

Singular Genomics Systems, Inc. (NASDAQ:OMIC) recently submitted an 8-K filing to the Securities and Exchange Commission (SEC) regarding ongoing litigation related to its Merger Agreement. The company disclosed that following the filing of the Proxy Statement on January 15, 2025, two lawsuits were filed alleging that the Proxy Statement omitted material information, making it false or misleading. The lawsuits were filed individually by purported stockholders of Singular in the Supreme Court of the State of New York and seek various forms of relief, including enjoining the consummation of the Merger Agreement and seeking rescissory damages.

The complaints, brought by Anthony Malone and Matthew Wright, claimed that the Proxy Statement contained misleading information that violates federal or state laws. Singular Genomics Systems, despite believing that the claims are without merit and expressing that no additional disclosures are required, voluntarily decided to supplement the Proxy Statement with additional information to mitigate potential disruptions and expenses stemming from the lawsuits.

The supplemental disclosures provided in the filing included details about financial advisory services rendered by TD Securities, previous non-disclosure agreements with standstill provisions, financial analyses specifics, and clarifications about the significance of net operating losses (NOLs) in connection with the Merger.

In the amendment to the Proxy Statement, Singular Genomics Systems disclosed the financial impact of the Merger on TD Securities, emphasizing the independency of the service provider for the Merger. Moreover, the company clarified the implications of the standstill provisions upon the announcement of the Merger Agreement and the insignificance of NOLs in the Merger and liquidation scenarios.

Singular Genomics Systems reiterated its position that the claims are baseless and that they are not admitting any legal liability by the voluntary supplementation of the Proxy Statement. The company aims to address the concerns raised in the lawsuits without acknowledging any wrongdoing. Moreover, in the Forward-Looking Statements section of the filing, Singular Genomics Systems outlined the uncertainties and risks associated with the Merger, emphasizing that forward-looking statements are subject to unpredictable factors beyond the company’s control.

The company went on to urge stockholders to carefully review the Proxy Statement and any forthcoming materials related to the Merger, as they contain essential information on the proposed transaction. Singular Genomics Systems stated that shareholders should base their voting decisions on the disclosed materials and emphasized that they will continue to update relevant information when necessary.

No concrete resolution to the pending litigation has been announced at this time. Participants in the solicitation of proxies for the Merger, including the Company’s directors and executive officers, were highlighted, with details on their direct and indirect interests in connection with the Merger provided in the Proxy Statement.

Singular Genomics Systems intends to keep stakeholders informed on any further developments in this matter and stressed that it does not plan to update the forward-looking statements contained in the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Singular Genomics Systems’s 8K filing here.

About Singular Genomics Systems

Singular Genomics Systems, Inc, a life science technology company, develops next generation sequencing and multiomics technology for researchers and clinicians to advance science and medicine. The company is involved in the developing of G4, consisting of G4 instrument and associated consumables for various applications, such as max read kits for single cell sequencing, rare variant detection with high-definition sequencing, gene fusion detection with ring-seq, and extended range sequencing; and PX instrument and associated consumables for applications comprising single cell gene expression and proteomics, in situ RNA sequencing, and spatial RNA and proteomics applications for tissue.