UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2022, the Board of Directors (the “Board”) of Singular Genomics Systems, Inc. (the “Company”) appointed Elaine R. Mardis, Ph.D. to the Board, effective immediately. Dr. Mardis will serve as a Class I director with a term expiring at the Company’s 2022 annual meeting of stockholders or until her successor is duly elected and qualified. The Board determined that Dr. Mardis is independent under the listing standards of The Nasdaq Stock Market.
As a non-employee director, Dr. Mardis will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation policy, which includes an initial grant of an option to purchase 40,000 shares of the Company’s common stock. In addition, the Company has entered into an indemnification agreement and director letter agreement with Dr. Mardis in connection with her appointment to the Board, each of which is in substantially the same form as that entered into with the other directors of the Company. There are no arrangements or understandings between Dr. Mardis and any other person pursuant to which Dr. Mardis was selected as a director, and there are no transactions between Dr. Mardis and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Following the appointment of Dr. Mardis, the Company’s Class I directors consist of Dr. Mardis and Jason Ryan.
A copy of the press release issued by the Company announcing Dr. Mardis’ appointment is furnished as Exhibit 99.1 hereto.
Also, on January 5, 2022, the Board authorized and established the Science and Technology Committee to oversee science and technology matters of the Company. The Board appointed Eli Glezer, Ph.D. to serve as Chair of the Science and Technology Committee, and appointed Dr. Mardis and David Barker to serve as committee members.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1 (File No. 333-255912) filed with the Securities and Exchange Commission on May 24, 2021). | |
| 99.1 | Press Release issued by the Company on January 6, 2022 announcing the appointment of Dr. Mardis to the Board of Directors. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 6, 2022
| Singular Genomics Systems, Inc. | ||
| By: | /s/ Dalen Meeter | |
| Dalen Meeter | ||
| Senior Vice President, Finance Principal Financial Officer and Principal Accounting Officer | ||